UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission file numbers 000-32141

NUTRA PHARMA CORP.

(Name of registrant as specified in its charter)

California

91-2021600

(State or Other

Jurisdiction of Organization)

(IRS Employer

Identification Number)

6400 Park of Commerce Blvd, Suite 1B

Boca Raton, FL

33487

(Address of principal executive offices)

(Zip Code)

(954) 509–0911

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒

As of ~~April~~May 629, 2026, there were 7,159,727,214 shares of common stock and 12,000,000 shares of Series B preferred stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	F-1
Item 1. Financial Statements	F-1
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	F-1
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	F-1
Condensed Consolidated Statements of Operations for the Three and Nine months ended September 30, 2025 and 2024 (Unaudited)	F-2
Condensed Consolidated Statements of Operations for the Three months ended March 31, 2026 and 2025 (Unaudited)	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended September 30, 2025 and 2024 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2026 and 2025 (Unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine months ended September 30, 2025 and 2024 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2026 and 2025 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2025 and 2024 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures about Market Risk	109
Item 4. Controls and Procedures	109
PART II. OTHER INFORMATION	1110
Item 1. Legal Proceedings	1110
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1211
Item 3. Defaults Upon Senior Securities	1211
Item 4. Mine Safety Disclosure	1211
Item 5. Other Information	1211
Item 6. Exhibits	1211

Nutra Pharma Corp (“Nutra Pharma”) and its wholly owned subsidiaries, Designer Diagnostics Inc. and ReceptoPharm, Inc. (“ReceptoPharm”), are referred to herein as “we”, “our” or “us” (Designer Diagnostics Inc. has been inactive since June 2011, ReceptoPharm is individually referred to herein).

Forward Looking Statements

This Quarterly Report on Form 10–Q for the period ending ~~September~~March 3031, ~~2025~~2026, contains forward–looking statements that involve ~~risks~~ risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ ~~materially~~ materially from those expressed or implied by such forward–looking statements. The words or phrases “would be,” “will allow, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking statements.” We are subject to risks detailed in Item 1(a). All statements other than statements of historical fact are statements that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward–looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUTRA PHARMA CORP.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(Unaudited)
ASSETS
Current assets:
Cash	$	321,~~603~~844		$	3612,~~447~~181
Accounts receivable		26,~~014~~345			2326,~~755~~060
Accounts receivable - related party, net		1823,~~984~~357			524,~~800~~385
Accounts receivable		1823,~~984~~357			524,~~800~~385
Inventory, current portion		1723,~~518~~506			1719,~~696~~535
Other receivable		~~103~~133,906			28133,906
Convertible notes receivable, net of discount		30,500			130,~~750~~500
Receivable from sale of Stemsation stocks		52,800			52,800
Receivable from sale of Stemsation stocks, net		-			-
Investment in Stemsation stocks		17,600			17,600
Settlement receivables		160,084			160,084
Prepaid expenses and other current assets		~~114~~62,~~097~~282			2935,~~999~~332
Total current assets		~~545~~499,~~106~~424			~~374~~459,~~837~~583
Inventory, less current portion		~~104~~93,~~170~~790			~~114~~99,~~670~~170
Property and equipment, net		2823,~~377~~304			1025,~~402~~805
Operating lease right-of-use assets, net		23,397			90,783
Total assets	$	616,518		$	584,558
Security deposit		8,803			8,803
Total assets	$	709,853		$	599,495
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~772~~844,~~003~~858		$	~~802~~853,~~314~~581
Accrued expenses		2,~~174~~236,~~870~~748			2,~~103~~186,~~077~~283
Accrued payroll due to officers		1,~~793~~913,~~965~~850			1,~~641~~854,~~554~~802
Accrued interest to related parties		~~196~~208,~~876~~833			~~189~~202,~~961~~831
Due to officers		1,~~496~~685,~~764~~020			1,~~239~~592,~~264~~794
Derivative liabilities		~~929~~983,~~332~~952			~~708~~960,~~115~~382
Other debt, net of discount, current portion		9,523,598			8,480,544
Debt, net of discount, current portion		9,856,069			9,610,022
SBA notes payable, current portion		1113,~~619~~439			812,~~952~~525
Operating lease obligations, current portion		24,056			93,411
Total current liabilities		17,742,769			17,273,220
Total current liabilities		16,923,083			15,267,192
SBA notes payable, less current portion		135,730			136,644
SBA notes payable, less current portion		137,550			140,217
Total liabilities		17,878,499			17,409,864
Total liabilities		17,060,633			15,407,409
Commitments and Contingencies (Note 11)		-
Commitments and Contingencies (Note 11)		-			-
Stockholders’ deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized and 12,000,000 Series B Preferred shares authorized, issued and outstanding		12,000			12,000
Common stock, $0.001 par value, 12,000,000,000 shares authorized; 7,099,727,214 shares issued and outstanding		7,099,727			7,099,727
Common stock, $0.001 par value, 12,000,000,000 shares authorized; 7,159,727,214 and 7,099,727,214 shares issued and outstanding, respectively		7,159,727			7,099,727
Common stock to be issued		~~487~~512,678			~~471~~501,678
Additional paid-in capital		53,~~839~~791,818			53,839,818
Accumulated deficit		(7778,~~790~~738,~~003~~204	)		(7678,~~231~~278,~~137~~529	)
Total stockholders’ deficit		(1617,~~350~~261,~~780~~981	)		(1416,~~807~~825,~~914~~306	)
Total liabilities and stockholders’ deficit	$	~~709~~616,~~853~~518		$	~~599~~584,~~495~~558

See the accompanying notes to the unaudited condensed consolidated financial statements

F-1

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

	2025			2024			2025			2024
	2026			2025
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Net sales	$	7027,~~242~~246		$	7473,~~994~~974		$	~~228,748~~		$	~~164,436~~
Net sales to a related party		28,462			34,476			102,493			106,184
Net sales - related party		20,968			36,420
Cost of sales		(3429,~~128~~239	)		(2346,~~777~~263	)		~~(117,706~~	)		~~(64,885~~	)
Reserve for supplier advances for purchases		-			(155,000	)		~~(5,000~~	)		~~(45,000~~	)
Gross profit		6418,~~576~~975			7059,~~693~~131			~~208,535~~			~~160,735~~
Operating expenses:
Selling, general and administrative		420,652			255,445			1,204,959			860,289
Payroll, benefits and related taxes		170,288			179,589
Total operating expenses		420,652			255,445			1,204,959			860,289
Professional fees		117,500			111,818
Loss from operations		(356,076	)		(184,752	)		(996,424	)		(699,554	)
Consulting expenses		85,986			87,559
Other income (expenses)
Other selling, general and administrative costs		24,450			29,984
Other income		-			50,000			58,750			53,450
Total operating expenses		398,224			408,950
Interest expense		(112,965	)		(77,387	)		(306,417	)		(240,791	)
Loss from operations		(379,249	)		(349,819	)
Interest expense to related parties		(5,780	)		(5,413	)		(16,915	)		(15,660	)
Other income (expenses)
Change in fair value of convertible notes and derivatives		(48,699	)		(43,131	)		(351,386	)		(166,121	)
Other income		-			50,000
Net gain on settlement of debt and accrued expense		-			-			53,526			13,920
Interest expense		(94,360	)		(92,210	)
Total other expenses, net		(167,444	)		(75,931	)		(562,442	)		(355,202	)
Interest expense - related parties		(6,002	)		(5,585	)
Loss before income taxes		(523,520	)		(260,683	)		(1,558,866	)		(1,054,756	)
Change in fair value of convertible notes and derivatives		(120,564	)		(1,007,309	)
Provision for income taxes		-			-			-			-
Net gain on settlement of debt		140,500			-
Net loss	$	(523,520	)	$	(260,683	)	$	(1,558,866	)	$	(1,054,756	)
Total other expenses, net		(80,426	)		(1,055,104	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Loss before income taxes		(459,675	)		(1,404,923	)
Weighted average number of shares outstanding during the period - basic		7,816,232,649			7,657,102,214			7,745,966,683			7,652,503,674
Provision for income taxes		-			-
Weighted average number of shares outstanding during the period - diluted		7,816,232,649			7,657,102,214			7,745,966,683			7,652,503,674
Net loss	$	(459,675	)	$	(1,404,923	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding during the period - basic		8,011,435,547			7,677,102,214
Weighted average number of shares outstanding during the period - diluted		8,011,435,547			7,677,102,214

See the accompanying notes to the unaudited condensed consolidated financial statements

F-2

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Preferred Stock								Common Stock				Additional						Total
	Preferred Stock Series B				Common Stock				Common Stock to be issued				Additional Paid-in			Accumulated			Total Stockholders’
	Series B				Common Stock				to be issued				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance -June 30, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		677,375,000	$	481,678	$	53,839,818		$	(77,266,483	)	$	(15,833,260	)
Balance -December 31, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		797,375,000	$	501,678	$	53,839,818		$	(78,278,529	)	$	(16,825,306	)
Common stock to be issued for stock based compensation		-		-		-		-		6090,000,000		611,000		-			-			611,000
Net loss		-		-		-		-		-		-		-			(523,520	)		(523,520	)
Common stock issued for settlement of debt		-		-		60,000,000		60,000		-		-		(48,000	)		-			12,000
Balance -September 30, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		737,375,000	$	487,678	$	53,839,818		$	(77,790,003	)	$	(16,350,780	)
Net loss		-		-		-		-		-		-		-			(459,675	)		(459,675	)
Balance -March 31, 2026		12,000,000	$	12,000		7,159,727,214	$	7,159,727		887,375,000	$	512,678	$	53,791,818		$	(78,738,204	)	$	(17,261,981	)

	Preferred Stock								Common Stock				Additional					Total
	Preferred Stock Series B				Common Stock				Common Stock to be issued				Additional Paid-in		Accumulated			Total Stockholders’
	Series B				Common Stock				to be issued				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance -June 30, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		557,375,000	$	469,678	$	53,599,261	$	(75,739,547	)	$	(14,558,881	)
Balance -December 31, 2024		12,000,000		12,000		7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(76,231,137	)	$	(14,807,914	)
Net loss		-		-		-		-		-		-		-		(~~260~~1,~~683~~404,923	)		(~~260~~1,~~683~~404,923	)
Balance -September 30, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		557,375,000	$	469,678	$	53,599,261	$	(76,000,230	)	$	(14,819,564	)
Balance -March 31, 2025		12,000,000	$	12,000		7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(77,636,060	)	$	(16,212,837	)

See the accompanying notes to the unaudited condensed consolidated financial statements

F-3

NUTRA PHARMA CORP.

Condensed Consolidated Statements of ~~Changes~~Cash ~~in Stockholders’ Deficit~~Flows

For the Nine months ended September 30, 2025 and 2024

(Unaudited)

	Preferred Stock										Common Stock				Additional					Total
	2026			2025
	Series B						Common Stock				to be issued				Paid-in		Accumulated			Stockholders’
	For the Three Months Ended March 31,
	Shares			Amount			Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	2026			2025
Balance -December 31, 2024		12,000,000		$	12,000			7,099,727,214	$	7,099,727		577,375,000	$	471,678	$	53,839,818	$	(76,231,137	)	$	(14,807,914	)
Cash flows from operating activities:
Common stock to be issued for stock based compensation		-			-			-		-		160,000,000		16,000		-		-			16,000
Net loss	$	(459,675	)	$	(1,404,923	)
Net loss		-			-			-		-		-		-		-		(1,558,866	)		(1,558,866	)
Adjustments to reconcile net loss to net cash used in operating activities:
Balance -September 30, 2025		12,000,000		$	12,000			7,099,727,214	$	7,099,727		737,375,000	$	487,678	$	53,839,818	$	(77,790,003	)	$	(16,350,780	)
Change in reserve for supplier advances for purchases		-			5,000
Net gain on settlement of debt		(140,500	)		-
Depreciation		2,501			2,145
Stock-based compensation		11,250			-
Change in fair value of convertible notes and derivatives		120,564			1,007,309
Amortization of loan discount		61,325			57,246
Amortization of operating lease right-of-use assets		-			22,003
Changes in operating assets and liabilities:
Increase in accounts receivable		(285	)		(43	)
Decrease (increase) in accounts receivable - related party, net		1,028			(8,966	)
Decrease in inventory		1,409			3,625
Increase in other receivable		-			(70,000	)
Increase in prepaid expenses and other current assets		(27,200	)		(126,000	)
(Decrease) increase in accounts payable		(8,723	)		6,731
Increase in accrued expenses		45,465			56,936
Increase in accrued payroll due to officers		59,048			57,527
Increase in due to a related party		-			13,000
Increase (decrease) in accrued interest to related parties		6,002			(3,937	)
Decrease in operating lease obligations		-			(22,659	)
Net cash used in operating activities		(327,791	)		(405,006	)
Cash flows from investing activities:
Purchase of property and equipment		-			(26,052	)
Net cash used in investing activities		-			(26,052	)
Cash flows from financing activities:
Proceeds from officer loans		129,226			151,378
Repayment of officer loans		(37,000	)		(70,053	)
Proceeds from convertible notes		235,200			423,556
Repayment of convertible notes		(15,000	)		(20,500	)
Proceeds from notes payable		83,250			-
Repayments of notes payable		(58,222	)		(75,927	)
Net cash provided by financing activities		337,454			408,454
Net change in cash		9,663			(22,604	)
Cash - beginning of period		12,181			36,447
Cash - end of period	$	21,844		$	13,843
Supplemental Cash Flow Information:
Cash paid for interest	$	2,053		$	11,285
Cash paid for income taxes	$	-		$	-
Non Cash Financing and Investing:
Common stock to be issued for stock based compensation	$	11,000		$	-
Common stock issued for settlement of debt	$	12,000		$	-

	Preferred Stock								Common Stock				Additional						Total
	Series B				Common Stock				to be issued				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance -December 31, 2023		12,000,000	$	12,000		7,064,727,214	$	7,064,727		557,375,000	$	469,678	$	53,630,761		$	(74,945,474	)	$	(13,768,308	)
Common stock issued for debt modification and penalty - recognized in Q1, issued in Q2		-		-		35,000,000		35,000		-		-		(31,500	)		-			3,500
Net loss		-		-		-		-		-		-		-			(1,054,756	)		(1,054,756	)
Balance -September 30, 2024		12,000,000	$	12,000		7,099,727,214	$	7,099,727		557,375,000	$	469,678	$	53,599,261		$	(76,000,230	)	$	(14,819,564	)

See the accompanying notes to the unaudited condensed consolidated financial statements

F-4

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2025			2024
	For the Nine Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(1,558,866	)	$	(1,054,756	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in reserve for supplier advances for purchases		5,000			45,000
Net gain on settlement of debt and accrued expense		(53,526	)		(13,920	)
Depreciation		8,077			5,580
Stock-based compensation		10,167			-
Amortization of convertible notes receivable discount		(3,750	)		(3,450	)
Change in fair value of convertible notes and derivatives		351,386			166,121
Amortization of loan discount		207,368			109,964
Amortization of operating lease right-of-use assets		67,386			62,174
Changes in operating assets and liabilities:
Increase in accounts receivable		(2,259	)		(716	)
Increase in accounts receivable - related party, net		(13,184	)		-
Decrease in inventory		10,678			12,971
Increase in other receivable		(75,000	)		(28,000	)
Increase in prepaid expenses and other current assets		(83,265	)		(45,000	)
(Decrease) increase in accounts payable		(30,312	)		79,740
Increase in accrued expenses		125,320			200,947
Increase in accrued payroll due to officers		152,411			207,097
Increase in deferred revenue		-			51,094
Increase in deferred revenue - related party		-			3,084
Increase in accrued interest to related parties		7,578			18,468
Decrease in operating lease obligations		(69,355	)		(62,147	)
Net cash used in operating activities		(944,146	)		(245,749	)
Cash flows from investing activities:
Purchase of property and equipment		(26,052	)		-
Convertible notes receivable advances		(25,000	)		(1,000	)
Convertible notes receivable repayments		-			34,000
Net cash used in investing activities		(51,052	)		33,000
Cash flows from financing activities:
Loans from officer		426,474			389,371
Repayment of officer loans		(169,637	)		(142,429	)
Proceeds from convertible notes		849,806			174,000
Repayment of convertible notes		(39,500	)		(25,321	)
Advances from other notes payable		112,650			69,840
Repayments of other notes payable		(217,439	)		(252,712	)
Net cash provided by financing activities		962,354			212,749
Net change in cash		(32,844	)		-
Cash - beginning of period		36,447			-
Cash - end of period	$	3,603		$	-
Supplemental Cash Flow Information:
Cash paid for interest	$	46,266		$	32,371
Cash paid for income taxes	$	-		$	-
Non Cash Financing and Investing:
Common stock issued for debt modification and penalty	$	-		$	3,500
Sale of Stemsation shares for which proceeds were receivable at period end	$	-		$	17,600
Reclassification of convertible notes payable to due to officers	$	-		$	253,000
Reclassification of other receivable to convertible notes receivable	$	-		$	33,000

See the accompanying notes to the unaudited condensed consolidated financial statements

F-5

NUTRA PHARMA CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2025~~2026

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nutra Pharma Corp. (“Nutra Pharma”, the “Company,” “we,” “us,” or “our”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin®, an over-the-counter pain reliever that is a stronger version of Cobroxin® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs. In October 2019, Nutra Pharma launched Equine Pain-Away™, an over-the-counter topical pain reliever designed to treat pain and inflammation in horses. In March 2021, Nutra Pharma launched Luxury Feet™, an over-the-counter pain reliever designed specifically to treat foot pain and inflammation especially for women that wear high heels and stilettos. ~~In October of 2021, Nutra Pharma began manufacturing a zeolite detoxifier called Cell Defender for a third party distributor.~~

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K from which the accompanying condensed consolidated balance sheet dated December 31, ~~2024~~2025 was derived.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation. The results for the interim period presented are not necessarily indicative of the results that may be expected for the full fiscal year.

Reclassification of Prior Year Presentation

Reclassification occurred to certain prior period amounts in order to conform to the current period classifications. The reclassifications have no effect on the reported net loss.

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $7778,~~790~~738,~~003~~204 at ~~September~~March 3031, ~~2025~~2026. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $1617,~~377~~243,~~977~~345 and a stockholders’ deficit of $1617,~~350~~261,~~780~~981 at ~~September~~March 3031, ~~2025~~2026.

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

We do not have sufficient cash to sustain our operations for a period of twelve months from the ~~issuance~~filing date of this quarterly report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently ~~adequate~~ adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. The Company’s common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-~~deal~~dealer quotes. As this limits our ability to raise capital, our plan is to attempt to secure adequate funding through notes payable until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in ~~increasing~~ increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

F-65

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Use of Estimates

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as a going concern, the recoverability of inventories and long-lived assets, the recoverability of ~~amounts due from officer~~receivables, the valuation of certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue from Contracts with Customers

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts.

Deferred revenue represents cash received from customers in advance of performance under the contract. Such amounts are recognized as revenue when the related performance obligations are satisfied, which typically occurs upon shipment of the products.

Accounting for Shipping and Handling Costs

We account for shipping and handling as fulfilment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

Accounts Receivable and Allowance for Credit Loss

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. The Company maintains an allowance for credit losses to reflect the current expected credit losses (“CECL”) over the contractual life of the receivables. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for ~~doubtful~~credit ~~accounts~~losses, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers and a third party payment processor, net of estimated allowances for uncollectible accounts. No allowance for doubtful accounts is deemed to be required at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025.

~~F-7~~At March 31, 2026 and December 31, 2025, the Company recorded a provision for credit losses of $52,800 related primarily to the establishment of reserves against receivables from sales of Stemsation stock based on management’s evaluation of collectability and current expected credit loss factors.

F-6

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. We classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of sales. We performed an evaluation of our inventory and related accounts at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, and determined no reserves were necessary.

Financial Instruments

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Cash and cash equivalents

The Company maintains cash balances in a non-interest-bearing account that currently does not exceed federally insured limits of $250,000. For the purpose of the condensed consolidated statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the cash balance is $321,~~603~~844 and $3612,~~447~~181, respectively.

Concentration of Credit Risk

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. For the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, sales to Avini Health (“Avini”), a related party, accounted for approximately 2943% and 3133% of total revenues, respectively. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2026 and 2025, ~~the~~one ~~same~~third-party customer accounted for approximately 315% and 3931% of ~~total~~the ~~revenues~~Company’s net sales, respectively. These revenues were generated within the Company’s single reportable segment. As of ~~September 30~~March 31, ~~2025~~2026 and December 31, ~~2024~~2025, 100% of accounts receivable from unrelated parties consisted of reserves due from a single payment processor.

~~Operating Lease Right~~F-~~of-Use Asset and Liability~~7

The Company accounts for leases in accordance with Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). This standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases.

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

The Company subleases a portion of its leased facility. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts are considered a recovery of operating costs rather than revenue from the Company’s primary operations.

F-8

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to other income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

The Company adheres to ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU eliminates certain separation models, including the beneficial conversion feature and cash conversion models, so convertible instruments issued after adoption are generally accounted for as a single liability or equity instrument, unless a conversion feature requires separate derivative accounting under ASC 815. ASU 2020-06 also amends diluted EPS guidance.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying condensed consolidated statements of operations.

Derivative Accounting for Convertible Debt ~~and Options and Warrants~~

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, ~~options~~ and ~~warrants and~~ shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Debt Modifications and Extinguishments

The Company evaluates amendments, restatements, or other changes to its debt agreements in accordance with ASC 470-50, Debt — Modifications and Extinguishments. Under this guidance, we determine whether the revised terms represent a modification of the existing debt or an extinguishment of the old debt and issuance of new debt. If the changes are not deemed substantial, the transaction is accounted for as a modification and any associated fees or costs are amortized over the remaining term of the modified debt. If the changes are determined to be substantial, the original debt is considered extinguished, the new debt is recorded at fair value, and any resulting difference between the carrying amount of the old debt and the fair value of the new debt is recognized in earnings as a gain or loss on extinguishment.

F-98

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Long-Lived Assets

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Income Taxes

The Company recorded no income tax expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 because the estimated annual effective ~~tax~~ tax rate was zero. The Company applies the asset and liability method of accounting for income taxes, under which deferred tax assets ~~and~~ and liabilities are recognized for temporary differences between the financial reporting basis and the tax basis of the Company’s ~~assets~~ assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation ~~allowance~~ allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company continues to maintain a full valuation allowance against its net deferred tax ~~assets~~ assets due to a history of operating losses and the uncertainty regarding the Company’s ability to generate sufficient future taxable income to realize such assets. The Company’s federal and state income tax returns for 2021 to ~~2024~~2025 ~~have~~remain ~~not~~open ~~yet~~for ~~been filed as of~~examination ~~September~~by ~~30,~~taxing ~~2025~~authorities.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”) which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options would come from newly issued common shares from our remaining authorized shares.

F-109

The following table summarizes the weighted average securities that were excluded from the diluted per share calculation because for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the effect of including these potential shares was antidilutive due to a net loss:

	September 30, 2025		September 30, 2024
	March 31, 2026		March 31, 2025
Convertible notes payable at fair value		21,~~716~~434,~~292~~609,~~983~~616		1910,~~975~~422,~~842~~078,~~834~~946
Convertible notes payable		9,~~293~~839,~~318~~520,~~636~~553		68,~~972~~362,~~149~~385,~~502~~601
Total		31,~~009~~274,~~611~~130,~~619~~169		2618,~~947~~784,~~992~~464,~~336~~547

Segment Reporting

The Company adheres to ASU No. 2023-07, Codification Improvements to Segment Reporting (Topic 280) (“ASU 2023-07”), which provides clarifications and improvements to the existing segment reporting requirements, including updates related to the aggregation criteria, reconciliation of segment measures to unaudited condensed consolidated financial statements, and disclosure requirements.

The Company operates as a single reportable operating segment. Operating segments are identified based on the manner in which the Company’s Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, reviews financial information for purposes of allocating resources and assessing performance.

The CODM reviews financial results and manages the business on a consolidated basis, without differentiation by product line, geographic region, or legal entity. Accordingly, the Company has determined that it has one operating and one reportable segment.

Recent Accounting Pronouncements

Adopted Pronouncements

Effective January 1, ~~2025~~2026, the Company adopted ASU No. ~~2023~~2024-0904, ~~Improvements~~Debt—Debt towith ~~Income~~Conversion ~~Tax~~and ~~Disclosures~~Other Options (~~Topic~~Subtopic ~~740~~470-20): Accounting for Convertible Debt Instruments (“ASU ~~2023~~2024-0904”), which ~~enhances~~amends ~~the~~ existing ~~income~~guidance ~~tax~~to ~~disclosure~~clarify ~~requirements~~and byrefine ~~requiring~~the ~~greater~~recognition, measurement, ~~disaggregation~~presentation, ~~within~~and ~~the~~disclosure ~~effective~~requirements ~~tax~~for ~~rate~~certain ~~reconciliation and~~convertible ~~expanded~~debt ~~information~~arrangements, ~~regarding~~including ~~income~~matters ~~taxes~~related ~~paid~~to byclassification, embedded ~~jurisdiction~~features, and related disclosures. The ~~ASU~~amendments isare ~~effective~~intended ~~for~~to ~~fiscal~~improve ~~years~~consistency ~~beginning~~and ~~after~~comparability ~~December 15,~~in ~~2024,~~the ~~with~~accounting ~~early~~for convertible ~~adoption~~debt ~~permitted~~instruments. The adoption of this ASU did not have a material effect on the accompanying unaudited condensed consolidated financial statements.

Effective January 1, 2026, the Company adopted ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Improvements to Credit Loss Guidance (“ASU 2025-05”), which amends the existing guidance under the current expected credit losses (“CECL”) model to clarify and refine the requirements related to the measurement, presentation, and disclosure of credit losses for financial assets measured at amortized cost. The adoption of this ASU did not have a material effect on the accompanying unaudited condensed consolidated financial statements.

Not Yet Effective Pronouncements

The Company has evaluated the impact of the ~~following~~ recently issued accounting standards, ~~which~~that ~~have~~had not ~~yet~~ been adopted as of ~~September 30~~March 31, ~~2025~~2026:

ASU No. 2024-0403, ~~Debt~~Income Statement—~~Debt~~Reporting ~~with~~Comprehensive ~~Conversion~~Income—Expense ~~and~~Disaggregation ~~Other~~Disclosures ~~Options~~ (Subtopic ~~470~~220-2040): ~~Accounting~~Disaggregation of ~~for~~Income ~~Convertible~~Statement ~~Debt~~Expenses ~~Instruments~~ (“ASU 2024-0403”), ~~amends~~requires ~~existing~~public ~~guidance~~business entities to ~~clarify~~provide ~~and~~additional ~~refine~~disaggregated ~~the recognition, measurement, presentation, and disclosure~~disclosures ~~requirements~~related ~~for~~to certain ~~convertible~~expense ~~debt~~captions ~~arrangements,~~presented ~~including~~on ~~matters~~the ~~related~~face toof ~~classification,~~the ~~embedded~~income ~~features, and related disclosures~~statement. The amendments are intended to improve ~~consistency~~the transparency and ~~comparability~~usefulness inof ~~the~~expense ~~accounting~~information ~~for~~provided ~~convertible~~to ~~debt~~financial ~~instruments~~statement users. This guidance is effective for the Company for annual reporting periods beginning ~~January~~after 1December 15, 2026., ~~The~~and ~~Company~~interim isreporting inperiods ~~the~~beginning ~~process~~after ofDecember 15, 2027. The Company is currently evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements.

ASU No. 2025-0504, ~~Financial Instruments~~Compensation—~~Credit~~Stock ~~Losses~~Compensation (Topic ~~326~~718): ~~Improvements~~and Revenue from Contracts with Customers (Topic 606): Clarifications to ~~Credit~~Share-Based ~~Loss~~Consideration ~~Guidance~~Payable to a Customer (“ASU 2025-0504”), ~~amends~~ clarifies the ~~existing~~accounting guidance ~~under~~related ~~the~~to ~~current~~share-based consideration ~~expected~~payable ~~credit~~to ~~losses~~customers, ~~(“CECL”)~~including ~~model~~matters related to ~~clarify~~performance conditions, forfeitures, and ~~refine~~the application of the ~~requirements~~variable ~~related~~consideration toguidance. ~~the~~The ~~measurement,~~amendments ~~presentation,~~are ~~and~~intended ~~disclosure~~to ofimprove ~~credit~~consistency ~~losses~~in ~~for~~the ~~financial~~accounting ~~assets~~for ~~measured~~share-based atconsideration ~~amortized~~arrangements with ~~cost~~customers. This guidance is effective for the Company beginning January 1, ~~2026~~2027. The Company is incurrently ~~the process of~~ evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements.

~~All~~ASU No. 2025-12, Codification Improvements (“ASU 2025-12”), includes amendments to the FASB Accounting ~~other~~Standards ~~newly~~Codification ~~issued~~intended to correct, clarify, and improve various aspects of existing accounting ~~pronouncements~~guidance. ~~that~~The ~~are~~amendments ~~not~~address a ~~yet~~broad range of topics, including earnings per share, lease receivables, treasury stock retirements, and transfers of receivables from contracts with customers. This guidance is effective ~~have~~for ~~been~~the ~~deemed~~Company ~~either~~for ~~immaterial~~annual orreporting ~~not~~periods ~~applicable~~beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this standard on its unaudited condensed consolidated financial statements.

The Company determined that any other standards not yet effective are either not applicable or are not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

2. FAIR VALUE MEASUREMENTS

Certain assets and liabilities that are measured at fair value on a recurring basis at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the unaudited condensed consolidated financial statements.

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1:		Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:		Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:		Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

F-1110

The following table summarizes our financial instruments measured at fair value at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

Fair Value Measurements at March 31, 2026

Total

Level 1

Level 2

Level 3

Fair Value Measurements at September 30, 2025

Total

Level 1

Level 2

Level 3

Liabilities:

Derivative liabilities

~~929~~983,~~332~~952

Convertible notes at fair value

2,~~171~~143,~~633~~461

Fair Value Measurements at December 31, 2025

Total

Level 1

Level 2

Level 3

Fair Value Measurements at December 31, 2024

Total

Level 1

Level 2

Level 3

Liabilities:

Derivative liabilities

~~708~~960,~~115~~382

Convertible notes at fair value

2,~~041~~046,~~464~~469

We valued derivative liabilities using the number of potential convertible shares for convertible notes with fixed conversion price that are recorded at amortized cost times the closing stock price of our restricted common stock at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025. These derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit and the equity environment is tainted, and therefore all convertible debt should be accounted for as liabilities.

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

								~~Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period~~		Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period
Debenture	~~Face Amount~~	Face Amount		~~Interest Rate~~	Interest Rate	~~Default Interest Rate~~	~~Discount~~Default Interest Rate	~~Anti-Dilution~~Discount ~~Adjusted Price~~Rate	~~% of stock price for look-back period~~	Anti-Dilution Adjusted Price		~~Look~~% of stock price for look-back ~~Period~~period			Look-back Period
September 30, 2025	$	663,529		8%-10%		19%-24%	N/A	$0.00005-$0.00006		50%-60%		3 to 25 Days
March 31, 2026		$	663,529		8%-10	%	19%-24%	N/A		$	0.00005-$0.00007		50%-60	%	3 to 25 Days
December 31, 2024	$	663,529		8%-10%		19%-24%	N/A	$0.00005-$0.00006		50%-60%		3 to 25 Days
December 31, 2025		$	663,529		8%-10	%	19%-24%	N/A		$	0.00005-$0.00007		50%-60	%	3 to 25 Days

F-1211

Using the stated assumptions summarized in the table above, we calculated the inception date and reporting period fair values of each note issued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and the year ended December 31, ~~2024~~2025:

Description	~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
Beginning balance	$	2,~~041~~046,~~464~~469	$	12,~~867~~041,~~421~~464
Loss from change in fair value (1)		~~130~~96,~~169~~992		~~174~~5,~~043~~005
Ending balance	$	2,~~171~~143,~~633~~461	$	2,~~041~~046,~~464~~469

(1)	The losses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying unaudited condensed consolidated statements of operations.

3. INVENTORIES

Inventories are valued at the lower of cost or net realizable value on an average cost basis. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, inventories were as follows:

SCHEDULE OF INVENTORIES

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Raw Materials	$	~~114~~105,~~670~~790		$	~~125~~111,170
Finished Goods		711,~~018~~506			7,~~196~~535
Total Inventories		~~121~~117,~~688~~296			~~132~~118,~~366~~705
Less: Long-term inventory		(~~104~~93,~~170~~790	)		(~~114~~99,~~670~~170	)
Current portion	$	1723,~~518~~506		$	1719,~~696~~535

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Furniture and fixtures	$	29,787		$	2029,~~805~~787
Lab equipment		54,274			3754,~~204~~274
Total		84,061			5884,~~009~~061
Less: Accumulated depreciation		(5560,~~684~~757	)		(4758,~~607~~256	)
Property and equipment, net	$	2823,~~377~~304		$	1025,~~402~~805

We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At ~~September~~March 31, 302026, ~~2025,~~ we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three-months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 was $2,~~769~~501 and $12,~~860~~145, respectively. ~~Depreciation expense for the nine-months ended September 30, 2025 and 2024 was $8,077 and $5,580, respectively.~~

F-1312

5. DUE TO/FROM OFFICERS

At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the ~~balance due to Rik Deitsch, the~~ Company’s ~~former~~owed ~~CEO, and the companies majority owned and controlled by him (collectively referred to as “Due to Officer”) in the aggregate is~~ $1,~~243~~432,~~764~~020 and $~~986~~1,~~264~~339,794, respectively~~. As of September 30~~, ~~2025, the balance consisted solely of amounts due~~ to ~~companies~~an ~~majority~~entity ~~owned and~~ controlled by ~~this~~Rik ~~officer~~Deitsch, as ~~all amounts previously due to~~ the ~~officer~~Company’s ~~individually~~former ~~had been fully repaid as of that date~~CEO. The balance is unsecured. Aand ~~portion of the December 31, 2024 balance was accruing interest at 4% per annum until repaid in full. The remaining portion is~~ non-interest bearing ~~and~~, ~~relates to amounts due to companies majority owned~~ and ~~controlled by him. Accrued interest~~ is included in ~~the~~due ~~“Due~~ to ~~officer” balance~~officers onin the accompanying condensed consolidated balance ~~sheets~~sheet.

~~During~~The ~~the~~Company ~~nine~~had ~~months~~fully ~~ended~~reserved ~~September~~receivables ~~30,~~from ~~2025,~~another incompany ~~the~~owned ~~aggregate,~~by wethe ~~repaid~~former ~~$169,637~~CEO. ~~and~~The ~~were~~reserve ~~advanced~~was $~~426~~177,~~474.~~261 ~~During~~as ~~the~~of ~~nine~~March ~~months ended September 30~~31, ~~2024,~~2026 ~~in the aggregate, we repaid $142,429~~ and December ~~were advanced $389~~31,~~371~~ 2025.

~~Interest~~Due ~~expense related~~ to ~~amounts~~officers ~~due~~also toincludes ~~the officer was~~ $0253,000 ~~and~~payable ~~$768~~to ~~for~~Michael ~~the three months ended September 30~~Flax, ~~2025~~the ~~and~~Company’s ~~2024~~CEO, ~~respectively. Interest expense~~ related to ~~amounts~~convertible ~~due~~notes toissued ~~the~~during ~~officer was $661~~ 2021 and ~~$2,808 for the nine months ended September 30, 2025 and 2024, respectively~~2022. The ~~Company~~notes ~~had~~have ~~fully~~a ~~reserved~~conversion ~~receivables~~price ~~from~~of ~~companies owned by him~~$0.0008 ~~The~~per ~~reserve~~share ~~was~~and ~~$177,261~~are ascurrently ofin ~~September 30, 2025 and December 31, 2024~~default.

During March 2024, upon the appointment of Michael Flax as the Company’s Chief Executive Officer, the Company reclassified convertible notes payable totaling $253,000 with original issuance discounts of $33,000, which were issued during 2021 and 2022, to due to officer. The notes bear a conversion price of $0.0008 per share and have a contractual maturity of one year from their respective funding dates. The notes are currently in default.

These transactions were not conducted on an arm’s-length basis and, as such, may differ from the terms that would have been negotiated with an unrelated third party.

6. DEBTS

Debts consist of the following at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025:

SCHEDULE OF DEBT

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Notes payable – Unrelated third parties (Net of discount of $33,890 and $44,310, respectively) (1)	$	1,189,578		$	1,249,396
Notes payable – Unrelated third parties (Net of discount of $42,812 and $24,587, respectively) (1)	$	1,163,300		$	1,129,247
Convertible notes payable – Unrelated third parties (Net of discount of $113,221 and $11,010, respectively) (2)		5,937,387			4,964,684
Convertible notes payable – Unrelated third parties (Net of discount of $116,725 and $82,802, respectively) (2)		6,324,308			6,209,306
Convertible notes payable, at fair value (3)		2,~~171~~143,~~633~~461			2,~~041~~046,~~464~~469
Other advances from an unrelated third party (4)		225,000			225,000
SBA notes payable (5)		149,169			149,169
Ending balances		910,~~672~~005,~~767~~238			89,~~629~~759,~~713~~191
Less: Long-term portion- SBA notes payable		(~~137~~135,~~550~~730	)		(~~140~~136,~~217~~644	)
Current portion	$	9,~~535~~869,~~217~~508		$	89,~~489~~622,~~496~~547

(1) At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the balance of $1,~~189~~163,~~578~~300 and $1,249,396 net of discount of $3342,~~890~~812 and $4424,~~310~~587, respectively, consisted of the following loans:

● In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The Notes ~~carry~~carried interest at 12% annually and were originally due on the date that was six-months from the execution and funding of the note. The notes were convertible into shares of Company’s common stock at a conversion price of $0.008 per share. The total liability recorded prior to the settlement on May 19, 2025 was $178,526, consisting of $91,156 in principal and $87,370 in accrued interest. The Company entered into a settlement agreement for $125,000, resulting in a gain on settlement of $53,526, which was recognized during the second quarter of 2025 ~~and is included in net gain on settlement of debt in the accompanying condensed unaudited consolidated statements of operations for the nine months ended September 30, 2025~~. ~~During~~The ~~the second and third quarter of 2025, the~~ Company made repayments totaling $75105,000, ofin ~~which $33~~2025,~~844~~ ~~was~~and ~~applied~~the toremaining ~~accrued~~balance ~~interest~~of ~~and~~ $4120,~~156~~000 was ~~applied~~fully torepaid ~~principal~~in February 2026. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the outstanding principal balance was $~~50,000 and $91,156, respectively, and accrued interest was $~~0 and $8420,~~671~~000, respectively. ~~The remaining balance was fully repaid in February 2026.~~

F-13

	●	On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011 (this includes a $25,000 penalty for non-payment). We repaid $25,000 during 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013, the debt of $281,772 reverted back to LPR and remains outstanding at March 31, 2026 and December 31, 2025.

	●	At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge. The debt of $55,410 reverted back to University Centre West Ltd. and is currently outstanding and carries no interest.

	●	In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2026 and December 31, 2025, the accrued interest is $10,089 and $9,839, respectively.

	●	In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the outstanding principal balance is $50,000 and accrued interest is $126,001 and $123,001, respectively.

	●	In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2026 and December 31, 2025, the outstanding principal balance is $50,000 and accrued interest is $119,200 and $116,200, respectively.

	●	A promissory note originally issued to an unrelated third party in August 2016 was restated in September 2019 in the amount of $333,543 bearing monthly interest at a rate of 2% and was due September 2020. The Note is in default and negotiation of settlement. At March 31, 2026 and December 31, 2025, the principal balance is $333,543, and the accrued interest is $532,334 and $512,321, respectively.

	●	On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in default and negotiation of settlement. In February 2020, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2026 and December 31, 2025, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

F-14

● OnIn ~~August~~October 22016, ~~2011~~we ~~under~~issued a ~~settlement~~promissory ~~agreement~~note ~~with Liquid Packaging Resources, Inc. (“LPR”), we agreed~~ to ~~pay~~an ~~LPR~~unrelated athird ~~total~~party ~~of $350,000~~ in ~~monthly~~the ~~installments~~amount of $50,000 ~~beginning~~bearing ~~August~~monthly ~~15,~~interest ~~2011 and ending on February 15, 2012. We signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding~~ at ~~December 31, 2011 (this includes~~ a ~~$25,000~~rate ~~penalty~~of ~~for non-payment)~~2%. WeThe ~~repaid~~note ~~$25,000~~was ~~during~~due ~~2012.~~in Wesix ~~did~~months ~~not~~from ~~make all of~~ the ~~payments~~execution ~~under such amendment~~ and asfunding ~~a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split)~~ of ~~our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (~~the ~~initial $350,000 plus total default penalties of $100,000)~~note. ~~LPR~~The ~~sold the~~ note tois ~~Southridge~~in ~~Partners,~~default ~~LLP~~and ~~(“Southridge”)~~in ~~for~~negotiation ~~consideration~~ of ~~$281,772 in June 2012~~settlement. InAt ~~August~~March ~~2013~~31, ~~the~~2026 ~~debt of $281,772 reverted back to LPR~~ and ~~remains outstanding at September 30, 2025 and~~ December 31, ~~2024. ● At December 31~~2025, ~~2012,~~the weaccrued ~~owed~~interest ~~University~~is ~~Centre West Ltd. approximately~~ $55115,~~410~~500 ~~for rent, which was assigned~~ and ~~sold to Southridge. The debt of~~ $55112,~~410~~500, ~~reverted back to University Centre West Ltd~~respectively. ~~and is currently outstanding and carries no interest.~~ ● In ~~April~~June ~~2016~~2017, we issued a promissory note to an unrelated third party in the amount of $1012,~~000~~500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the accrued interest is $911,~~583~~132 and $810,~~825~~819, respectively. ● InDuring ~~May~~July ~~2016~~2017, ~~the~~we ~~Company~~received ~~issued~~a loan for a ~~promissory~~total ~~note~~of to$200,000 from an unrelated third party. inThe ~~the~~loan ~~amount~~was ofrepaid ~~$75,000~~through ~~bearing~~scheduled ~~monthly~~payments ~~interest~~through atAugust a2017 ~~rate~~along ofwith ~~2%.~~interest ~~The~~on ~~note~~average ~~was~~15% ~~due~~annum. inDuring ~~six~~June ~~months~~2018, ~~from~~ the ~~execution~~loan ~~and~~was ~~funding~~settled ofwith ~~the~~two ~~note.~~unrelated ~~During~~third ~~April~~parties ~~2017~~for $130,401 weand ~~accepted~~$40,000, ~~the~~respectively, ~~offer~~with ofthe amonthly ~~settlement~~scheduled torepayments ~~issue~~of approximately $5,000 and $2,000 ~~common~~per ~~shares~~month asto aeach ~~repayment~~unrelated party through July 2020. The Company repaid an aggregate of $25136,~~000~~527 over the four years from 2018 through 2021. The ~~note~~portion isof insettlement ~~default~~of ~~and~~$130,401 was repaid in ~~negotiation~~full as of ~~settlement~~March 31, 2021. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the outstanding principal balance is $5033,~~000~~874 and ~~accrued interest~~ is ~~$119,934~~in default and ~~$110,834,~~negotiation ~~respectively~~of settlement. ● In ~~June~~July ~~2016~~2017, ~~the~~we ~~Company~~ issued a promissory note to an unrelated third party in the amount of $50,000 ~~bearing~~with ~~monthly~~original ~~interest~~issue atdiscount ~~a rate~~ of 2%$10,000. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the ~~outstanding~~ principal balance of the note is $50,000. ~~and~~● ~~accrued~~In ~~interest~~November ~~is $113~~2017,~~133~~ ~~and~~we ~~$104,034,~~issued ~~respectively.~~a ~~● A~~ promissory note ~~originally issued~~ to an unrelated third party in ~~August~~the ~~2016~~amount ~~was~~of ~~restated~~$120,000 inwith ~~September~~original ~~2019~~issuance indiscount ~~the~~of ~~amount~~$20,000. ofDuring March 2020, $~~333~~50,~~543~~000 ~~bearing~~of ~~monthly~~the ~~interest~~Note atwas settled for 125,000,000 shares with a ~~rate~~fair value of 2$87,500.0% ~~and~~The remaining balance of $70,000 was ~~due~~restated ~~September~~with ~~2020.~~additional ~~The~~issuance ~~Note~~discount isof in$14,000. ~~default~~We ~~and~~repaid ~~negotiation~~a total of ~~settlement~~$15,000 during 2022. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the outstanding principal balance of the loan is $~~333~~69,~~543~~000, and ~~the~~is ~~accrued~~in ~~interest~~default isand ~~$491,864~~negotiation ~~and~~of ~~$431,159,~~further ~~respectively~~settlement. ● OnIn ~~September~~November 262017, ~~2016,~~ we issued a promissory note to an unrelated third party in the amount of $7518,000 ~~bearing~~with ~~interest~~original atissuance ~~10%~~discount ~~annually~~of $3,000. The note is in default and in negotiation of settlement. The note was due in ~~one~~six ~~year~~months from the execution and funding of the note. InAt March ~~2018~~31, ~~$15~~2026 and December 31,~~000~~ of2025, the principal balance of the note ~~was assigned to an unrelated third party and~~ is in$18,000 ~~default~~ and ~~negotiation of settlement. In February 2020,~~ the ~~remaining~~accrued ~~principal~~interest ~~balance~~is of $602,000. ~~and~~The accrued interest ofrepresents ~~$15,900 was restated in the form of~~ a ~~Convertible~~one-time ~~Note~~amount ~~(See Note 6(4)). At September 30, 2025~~ and ~~December~~no ~~31,~~further ~~2024,~~interest ~~the principal balance outstanding~~ is ~~$15,000,~~accruing ~~and~~on the ~~accrued interest is $1,371~~note.

F-15

● In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At September 30, 2025 and December 31, 2024, the accrued interest is $109,433 and $100,334, respectively. ● In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At September 30, 2025 and December 31, 2024, the accrued interest is $10,500 and $9,552, respectively. ● During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was repaid through scheduled payments through August 2017 along with interest on average 15% annum. During June 2018, the loan was settled with two unrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and $2,000 per month to each unrelated party through July 2020. The Company repaid an aggregate of $136,527 over the four years from 2018 through 2021. The portion of settlement of $130,401 was repaid in full as of March 31, 2021. At September 30, 2025 and December 31, 2024, the outstanding principal balance is $33,874 and is in default and negotiation of settlement. ● In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At September 30, 2025 and December 31, 2024, the principal balance of the note is $50,000. ● In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. During March 2020, $50,000 of the Note was settled for 125,000,000 shares with a fair value of $87,500. The remaining balance of $70,000 was restated with additional issuance discount of $14,000. We repaid a total of $15,000 during 2022. At September 30, 2025 and December 31, 2024, the outstanding principal balance of the loan is $69,000, and is in default and negotiation of further settlement. ● In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note is in default and in negotiation of settlement. The note was due in six months from the execution and funding of the note. At September 30, 2025 and December 31, 2024, the principal balance of the note is $18,000 and the accrued interest is $2,000. The accrued interest represents a one-time amount and no further interest is accruing on the note.

	●	In September 2025, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $147,200 of the Company’s future receivables in exchange for total proceeds of $112,650, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $147,200 was collected. In connection with this transaction, the Company recorded a total debt discount of $34,550 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement. Repayments of $42,465 and $33,972 were made during 2025 and first quarter of 2026, respectively. Amortization for the three months ended March 31, 2026 and 2025, was $7,975 and $0, respectively. At March 31, 2026 and December 31, 2025, the principal balance, net of debt discount of $16,612 and $24,587, was $54,151 and $80,148, respectively.

	●	In March 2026, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $110,500 of the Company’s future receivables in exchange for total proceeds of $83,250, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $110,500 was collected. In connection with this transaction, the Company recorded a total debt discount of $27,250 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement. Repayments of $4,250 were made during the first quarter of 2026. Amortization for the three months ended March 31, 2026 was $1,050. At March 31, 2026, the principal balance, net of debt discount of $26,200, was $80,050.

(2)	At March 31, 2026 and December 31, 2025, the balance of $6,324,308 and $6,209,306 net of discount of $116,725 and $82,802, respectively, consisted of the following convertible loans:

	●	In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option at $0.001 per share. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At March 31, 2026 and December 31, 2025, the principal balance of the note is $60,000.

	●	During January through December 2018, we issued convertible notes payable to 14 unrelated third parties for a total of $525,150 with original issue discount of $44,150. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a fixed conversion price ranging from $0.0003 to $0.001 per share. During May 2019, we restated two convertible notes payable with additional original issuance discount of $6,400. The two restated notes were due in August 2020. At March 31, 2026 and December 31, 2025, the outstanding principal balance of the notes issued in 2018 was $531,550. The Notes are in default and negotiation of settlement.

	●	During February 2019, the Company issued convertible notes payable totaling $55,000 with an original issuance discount of $5,000. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.0005 per share. During August and October 2020, the notes were amended to include additional original issuance discounts of $9,200 and were accompanied by the issuance of warrants. All warrants associated with these notes expired during 2022. The Notes are in default and negotiation of settlement.

	●	During November 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of $12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement.

		At March 31, 2026 and December 31, 2025, the outstanding principal balance of the notes issued in 2019 was $201,700.

	●	During the year ended December 31, 2020, the Company issued convertible notes payable totaling $555,600 with original issuance discounts of $53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding of each note. The notes are convertible into shares of the Company’s common stock at a fixed conversion price ranging from $0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common stock. At March 31, 2026 and December 31, 2025, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently in default and under negotiation for settlement.

F-16

● InDuring ~~October~~August ~~2024~~2021, ~~the~~a ~~Company~~promissory ~~entered~~note ~~into~~of a$166,926 ~~Purchase~~was ~~and~~restated ~~Sale~~in ofthe ~~Future~~form ~~Receipts~~of ~~Agreement with~~ a ~~third~~convertible ~~party.~~note ~~Pursuant~~at toa ~~this~~fixed ~~agreement,~~conversion ~~the~~price ~~buyer~~of ~~purchased~~ $~~99,400~~0.002 ofper ~~the~~share. ~~Company’s~~The ~~future~~restated ~~receivables~~balance inwas ~~exchange~~$183,619 ~~for~~with ~~total~~an ~~proceeds~~original issuance discount of $6816,~~550,~~693 onand awas ~~non-recourse~~due ~~basis~~February 2022. ~~The~~During ~~Company~~February ~~authorized~~2022, ~~the~~we ~~buyer~~issued to20,866,250 ~~debit~~shares ~~its~~of ~~bank~~common ~~account~~stock atto asatisfy ~~specified~~the ~~remittance~~principal ~~frequency~~balance ~~until~~of ~~the~~$16,693. ~~full~~The ~~purchased~~remaining ~~amount~~balance of $99166,~~400~~926 was ~~collected.~~further Inrestated ~~connection~~into ~~with~~a ~~this~~convertible ~~transaction,~~note ~~the~~with ~~Company recorded~~ a ~~total~~fixed ~~debt~~conversion ~~discount~~price of $~~30,850~~0.002 ~~related~~per ~~to loan origination fees and issuance costs~~share, ~~which~~maturing isin ~~being~~August ~~amortized~~2022. ~~over~~In ~~the~~August ~~term~~2022, of the ~~agreement.~~balance ~~Repayments~~ of $19166,~~449~~926 ~~and~~was ~~$79,951~~further ~~were~~restated ~~made~~with ~~during~~an ~~2024~~original ~~and~~issuance ~~the~~discount ~~nine~~of ~~months~~$16,693 ~~ended~~in ~~September~~the ~~30,~~form ~~2025,~~of ~~respectively,~~a ~~and~~convertible ~~the~~note ~~balance~~at ~~was~~a ~~fully~~fixed ~~repaid~~conversion asprice of ~~September 30, 2025~~$0.002 ~~Amortization~~per ~~for~~share ~~the~~due ~~three~~February ~~and~~2023. ~~nine~~The ~~months~~note ~~ended~~required ~~September~~us ~~30,~~to ~~2025~~repay ~~was~~ $716,~~380~~693 ~~and~~in ~~$24,810,~~cash ~~respectively.~~by AtOctober ~~September~~2022. ~~30,~~We ~~2025~~did ~~and~~not ~~December~~meet ~~31,~~this ~~2024,~~repayment ~~the~~obligation. ~~principal~~As ~~balance~~a result, ~~net~~the ofconvertible ~~debt~~note ~~discount~~amount ofincreased to $0200,312 ~~and~~(including $24166,~~810~~926, ~~was~~ $~~0 and $55~~16,~~141~~693, ~~respectively.~~and ●an Onoriginal ~~December~~issuance 6,discount ~~2024,~~of ~~the Company received a~~ $2516,~~000~~693) ~~cash~~with ~~advance~~a tofixed ~~address~~conversion aprice ~~temporary~~of ~~liquidity shortage~~$0.002 Noper ~~formal loan agreement was executed~~share, asdue ~~the~~February ~~advance was intended to be repaid within the month~~2023. The ~~repayment~~Company ~~was~~ made ona ~~January~~payment ~~3, 2025. The principal balance outstanding as~~ of ~~September 30~~$5,000, ~~2025~~which ~~and~~was ~~December~~applied ~~31,~~against ~~2024~~accrued ~~was~~late $0payment ~~and~~penalties ~~$25,000,~~in ~~respectively~~2023. ●In OnFebruary ~~December 31,~~ 2024, the ~~Company~~principal ~~entered~~balance ~~into~~and athe ~~Purchase~~related ~~and~~penalty ~~Sale~~for ofa ~~Future~~total ~~Receipts~~of ~~Agreement~~$224,920 ~~with~~were arestated. ~~third~~35,000,000 ~~party.~~shares ~~Pursuant~~of tocommon ~~this~~stock ~~agreement,~~were ~~the~~issued ~~buyer~~in ~~purchased~~satisfaction of $6824,~~500~~920 of the ~~Company’s~~outstanding ~~future~~balance, ~~receivables~~with inthe ~~exchange~~remaining ~~for total proceeds of~~ $49200,000, onrestated as a ~~non-recourse~~principal ~~basis.~~subject ~~The~~to ~~Company~~an ~~authorized~~additional ~~the~~15% ~~buyer~~OID. toThe ~~debit~~restated ~~its~~note ~~bank~~was ~~account~~due atin aFebruary ~~specified~~2025 ~~remittance~~and ~~frequency~~convertible ~~until~~at ~~the~~a ~~full~~fixed ~~purchased~~price ~~amount~~ of $~~68,500~~0.0008 ~~was~~per ~~collected~~share. In ~~connection~~February ~~with this transaction~~2025, the ~~Company~~note ~~recorded~~was afurther ~~total~~restated ~~debt~~to ~~discount~~extend ofits ~~$19,500~~maturity ~~related~~date to ~~loan~~February ~~origination~~2026, ~~fees~~with ~~and~~the ~~issuance~~principal ~~costs~~balance of $230,000 ~~which~~subject ~~was~~to ~~being~~an ~~amortized~~additional ~~over~~15% ~~the~~OID, ~~term~~which ofincreased the ~~agreement.~~principal ~~The outstanding~~ balance ofto $68264,500 ~~was~~while ~~fully~~maintaining ~~repaid during~~ the ~~nine~~same ~~months~~fixed ~~ended~~conversion ~~September~~price ~~30,~~and ~~2025~~personal guarantee. ~~Amortization~~In ~~for~~February 2026, the ~~three~~note ~~and~~was ~~nine~~further ~~months~~restated ~~ended~~to ~~September~~extend ~~30,~~its ~~2025~~maturity ~~was~~date $5to February 2027,~~960~~ ~~and~~with the principal balance of $19264,500. Atsubject ~~September~~to ~~30,~~an ~~2025~~additional ~~and~~15% ~~December 31~~OID, ~~2024,~~which increased the principal balance, ~~net~~to of$304,175 ~~debt~~while ~~discount~~maintaining ofthe $0same ~~and~~fixed ~~$19,500,~~conversion ~~was~~price of $0.0008 and ~~$49,000,~~personal ~~respectively~~guarantee. ●The Inamended ~~September~~note ~~2025~~also provides that, in the ~~Company~~event ~~entered~~the ~~into~~Company afails ~~Purchase~~to ~~and~~repay ~~Sale~~all ofoutstanding ~~Future~~principal ~~Receipts~~and ~~Agreement~~OID ~~with~~within aten ~~third~~business ~~party.~~days ~~Pursuant~~following tothe ~~this~~maturity ~~agreement~~date, the ~~buyer~~Company ~~purchased~~will ~~$147,200~~be ofsubject ~~the~~to ~~Company’s~~an ~~future~~immediate ~~receivables~~default inpenalty ~~exchange~~of ~~for~~$15,000 ~~total~~and ~~proceeds~~the issuance of ~~$112~~30,~~650~~000,000 onshares aof ~~non-recourse~~restricted ~~basis~~common stock to the noteholder. The Company ~~authorized~~evaluated the ~~buyer~~amendment to ~~debit~~the ~~its~~note ~~bank~~under ~~account~~applicable atdebt aextinguishment ~~specified~~guidance ~~remittance~~and ~~frequency~~concluded ~~until~~that the ~~full~~amended ~~purchased~~terms ~~amount~~were ofsubstantially ~~$147,200~~different ~~was~~from ~~collected.~~the Inoriginal ~~connection~~terms, ~~with~~as ~~this~~the ~~transaction,~~present value of the ~~Company~~revised ~~recorded~~cash aflows ~~total~~exceeded ~~debt~~the ~~discount~~10% ofthreshold. ~~$34~~Accordingly,~~550~~ ~~related~~the toamendment ~~loan~~was ~~origination~~accounted ~~fees~~for ~~and~~as ~~issuance~~an ~~costs,~~extinguishment ~~which~~of isthe ~~being~~original ~~amortized~~note ~~over~~and ~~the~~issuance ~~term~~ of ~~the~~a ~~agreement~~new note. ~~Repayments~~No ofgain ~~$2,831~~or loss was ~~made~~recognized ~~during~~as ~~the~~a ~~third~~result ~~quarter~~ of ~~2025~~the extinguishment. Amortization of debt discount for the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025 was $~~660.~~9,475 Atand ~~September 30~~$8, ~~2025~~250, ~~the~~respectively. The principal balance, net of unamortized debt discount of $33,~~890~~075 and $2,875, was $~~110~~271,~~479~~100 and $261,625, as of March 31, 2026 and December 31, 2025, respectively.

~~(2)~~● AtDuring ~~September 30~~2021, ~~2025~~we ~~and~~issued ~~December~~convertible 31promissory notes to unrelated third parties totaling $2,480,043 ~~2024~~with original issuance discounts of $323,484. The Noteholders have the ~~balance~~right to convert the notes into shares of Common Stock at a fixed conversion price ranging from $50.0003 to $0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1,~~937~~ 2022,~~387~~ $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and under negotiation for settlement. ● During 2022, we issued convertible promissory notes to unrelated third parties totaling $4874,~~964,684~~000 ~~net~~with original issuance discounts of ~~discount~~$114,000. The noteholders have the right to convert the notes into shares of common stock at fixed conversion prices ranging from $~~113~~0.0005 to $0.0008 per share,~~221~~ and ~~$11~~the notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement. ● During 2022,~~010,~~ ~~respectively~~convertible promissory notes totaling $339,825 ~~consisted~~were amended to add additional original issuance discount for a total of ~~the~~$50,974 ~~following~~and ~~convertible~~extended ~~loans:~~maturity dates to July 2023. The notes are currently in default and under negotiation for settlement.

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option at $0.001 per share. The note was due in six months from the execution and funding of the note. The loan is in default and in negotiation of settlement. At September 30, 2025 and December 31, 2024, the principal balance of the note is $60,000. ● During January through December 2018, we issued convertible notes payable to 14 unrelated third parties for a total of $525,150 with original issue discount of $44,150. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a fixed conversion price ranging from $0.0003 to $0.001 per share. During May 2019, we restated two convertible notes payable with additional original issuance discount of $6,400. The two restated notes were due in August 2020 and are in default. At September 30, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2018 was $531,550. ● During February 2019, the Company issued convertible notes payable totaling $55,000 with an original issuance discount of $5,000. The notes are convertible into shares of the Company’s common stock at a conversion price of $0.0005 per share. During August and October 2020, the notes were amended to include additional original issuance discounts of $9,200 and were accompanied by the issuance of warrants. All warrants associated with these notes expired during 2022. The Notes are in default and negotiation of settlement.


	●	During 2023, the Company amended convertible promissory notes totaling $197,025 to add aggregate original issuance discounts of $29,554, which extended the due dates by twelve months, to various dates in January, May, and July 2024. The notes are currently in default and under negotiation for settlement.

	●	During 2023, the Company issued convertible promissory notes to unrelated third parties with a fixed conversion price of $0.0006 per share, totaling $146,338 with a combined original issuance discount of $19,088. Of these, $17,250 of the notes are under a personal guarantee. All notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement.

● During November 2019, we issued a convertible promissory note to an unrelated third party for $137,500 with original issuance discount of $12,500. The note was due nine months from the execution and funding of the notes. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price of $0.000275. The Note is in default and negotiation of settlement. At September 30, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2019 was $201,700. ● During the year ended December 31, 2020, the Company issued convertible notes payable totaling $555,600 with original issuance discounts of $53,600. $287,400 of these notes were due in a year, and $268,200 of the Notes were due in six months from the execution and funding of each note. The notes are convertible into shares of the Company’s common stock at a fixed conversion price ranging from $0.0002 to $0.0008 per share. In May 2022, $16,500 of the notes issued in November 2020 were settled through the issuance of common stock. At September 30, 2025 and December 31, 2024, the outstanding principal balance of the notes issued in 2020 was $539,100. The notes are currently in default and under negotiation for settlement. ● During 2021, we issued convertible promissory notes to unrelated third parties totaling $2,480,043 with original issuance discounts of $323,484. The Noteholders have the right to convert the notes into shares of Common Stock at a fixed conversion price ranging from $0.0003 to $0.002 per share. The notes were due one year from the execution and funding of the notes. On January 1, 2022, $228,563 of the Notes issued during January to April 2021 were amended to extend the due date to August 29, 2022. The notes are currently in default and under negotiation for settlement.

F-17

● During ~~August 2021~~2024, a convertible promissory note of $~~166~~53,~~926~~230 was ~~restated~~amended into ~~the~~add ~~form~~an ofadditional aoriginal ~~convertible~~issuance ~~note~~discount at(OID) ~~a fixed conversion price~~ of $07,985.~~002~~ ~~per share.~~ The ~~restated~~note ~~balance~~is ~~was~~currently ~~$183,619~~in ~~with~~default ~~an original issuance discount of $16,693~~ and ~~was~~under ~~due~~negotiation ~~February~~for ~~2022~~settlement. ● During ~~February 2022~~2024, wethe Company issued ~~20,866,250~~convertible ~~shares~~promissory ofnotes ~~common stock~~ to ~~satisfy~~unrelated ~~the~~third ~~principal~~parties ~~balance~~with offixed ~~$16,693.~~conversion ~~The~~prices ~~remaining~~ranging ~~balance~~from of $~~166,926~~0.0005 ~~was~~to ~~further restated into a convertible note with a fixed conversion price of~~ $0.~~002~~0006 per share, ~~maturing~~and in15% ~~August~~of ~~2022~~OID. InThe ~~August~~aggregate ~~2022,~~principal ~~the~~amount ~~balance~~issued ofduring ~~$166,926~~2024 was ~~further~~$263,350, ~~restated~~ with antotal ~~original~~OID ~~issuance discount~~ of $1634,~~693~~350. inThe ~~the~~notes ~~form~~were ofdue aone ~~convertible~~year ~~note~~from attheir arespective ~~fixed~~execution ~~conversion~~and ~~price~~funding ~~of $0~~dates.~~002~~ ~~per~~These ~~share~~notes ~~due~~are ~~February~~currently ~~2023.~~in ~~The~~default ~~note~~and ~~required~~under usnegotiation tofor ~~repay $16,693 in cash by October 2022~~settlement. We● ~~did~~During ~~not~~the ~~meet~~second ~~this~~quarter ~~repayment~~of ~~obligation. As a result~~2024, the ~~convertible~~Company ~~note~~settled ~~amount~~convertible ~~increased~~promissory tonotes ~~$200,312~~with ~~(including $166,926, $16,693, and~~ an ~~original~~aggregate ~~issuance~~principal ~~discount~~balance of $1652,~~693)~~500, ~~with~~which had a ~~fixed~~ conversion price of $0.002. ~~per~~As ~~share,~~part ~~due~~of ~~February~~the ~~2023.~~settlement, ~~The~~the Company ~~made~~recognized a ~~payment of~~ $57,~~000,~~500 ~~which~~loss ~~was~~on ~~applied~~settlement ~~against~~of ~~accrued~~debt ~~late~~during ~~payment~~the ~~penalties~~second inquarter ~~2023.~~of ~~In February~~ 2024,. ~~the~~Total ~~principal~~cash ~~balance~~repayments ~~and~~under the ~~related~~settlement ~~penalty~~amounted ~~for~~to ~~a total of~~ $~~224~~60,~~920 were restated. 35,~~000,~~000~~ ~~shares~~and ofall ~~common~~settlement ~~stock~~amounts were ~~issued~~fully inrepaid ~~satisfaction~~as of ~~$24,920 of~~ the ~~outstanding~~second ~~balance,~~quarter ~~with~~of ~~the~~2025. ~~remaining~~● ~~$200,000~~During ~~restated~~the asthird aquarter ~~principal~~of ~~subject~~2024, tothe anCompany ~~additional~~settled ~~15%~~convertible ~~OID.~~promissory ~~The~~notes ~~fair value~~ of ~~the shares issued was~~ $311,500, ~~resulting~~which inhad a ~~gain~~conversion price of $~~21,420,~~0.0006. ~~which~~The ~~was~~Company ~~recognized~~completed asrepayment ain ~~gain~~the onfirst ~~settlement~~quarter of ~~debt~~2025, ~~and~~with ~~accrued~~$11,500 ~~expense~~ in ~~the~~cash ~~accompanying~~repayments. ~~condensed~~● ~~consolidated~~During ~~statements~~2025 ofthrough ~~operations~~March ~~for~~2026, ~~the~~we ~~first~~issued ~~quarter~~convertible ofpromissory ~~2024.~~notes ~~The~~to ~~restated~~unrelated ~~note~~third ~~was~~parties ~~due~~for ina ~~February~~total ~~2025~~of ~~and~~$1,603,164 ~~convertible~~with ataggregate aoriginal ~~fixed~~issuance ~~price~~discount of $0209,108.~~0008~~ ~~per~~The ~~share.~~noteholders Inhave ~~February 2025,~~ the ~~note~~right ~~was~~to ~~further~~convert ~~restated, with~~ the ~~principal~~notes ~~balance~~into shares of ~~$230,000~~Common ~~subject~~Stock toat anfixed ~~additional~~conversion ~~15%~~prices ~~OID,~~ranging ~~which~~from ~~increased~~$0.0005 ~~the principal balance~~ to $~~264,500~~0.0008 ~~while~~per ~~maintaining~~share. ~~the~~The ~~same~~notes ~~fixed~~are ~~conversion~~due ~~price~~one ~~and~~year ~~personal~~from ~~guarantee.~~the ~~Amortization~~execution ofand ~~debt~~funding ~~discount~~of ~~for~~ the ~~three~~notes. ~~and~~In ~~nine~~connection ~~months~~with ~~ended~~the ~~September~~issuance 30of $1,231,714 ~~2025~~of ~~was~~these $8notes,~~625~~ ~~and~~we ~~$25,500,~~paid ~~respectively.~~approximately ~~Amortization~~10% ~~for~~of the ~~three~~related ~~and~~proceeds ~~nine~~to ~~months~~third ~~ended~~parties, ~~September~~which ~~30,~~has ~~2024~~been ~~was~~recorded ~~$7,500~~as ~~and~~additional ~~$20,000,~~debt ~~respectively~~discount. ~~The~~Both ~~principal~~the ~~balance,~~original ~~net~~issue ofdiscount ~~unamortized~~and ~~debt~~the ~~discount~~issuance-related ofcosts ~~$11,500,~~are ~~was~~being ~~$253,000~~amortized asover ofthe ~~September~~term ~~30,~~of ~~2025~~each tranche. ~~The~~$857,389 ~~principal~~of ~~balance,~~the ~~net~~above-mentioned ofnotes ~~unamortized~~are ~~debt~~in ~~discount~~default ofand ~~$2,500,~~under ~~was~~negotiation ~~$227,500,~~for settlement as of ~~December~~the ~~31,~~date ~~2024~~of this report. In● ~~February~~During ~~2026~~July 2025, the ~~note~~Company ~~was~~settled ~~further~~a ~~restated,~~convertible promissory note with ~~the~~a principal balance of $~~264~~11,500 ~~subject~~through toa ancash ~~additional~~repayment ~~15% OID, while maintaining the same fixed conversion price~~ of $011,500.~~0008 and personal guarantee.~~

	●	During 2022, we issued convertible promissory notes to unrelated third parties totaling $874,000 with original issuance discounts of $114,000. The noteholders have the right to convert the notes into shares of common stock at fixed conversion prices ranging from $0.0005 to $0.0008 per share, and the notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement.
	●	During 2022, convertible promissory notes totaling $339,825 were amended to add additional original issuance discount for a total of $50,974 and extended maturity dates to July 2023. The notes are currently in default and under negotiation for settlement.

● During 2022, the Company settled $143,000 of convertible promissory notes through stock issuances ($108,500) and cash. During 2023, the Company settled additional notes for $7,250 (conversion price $0.0008), recognizing a $350 loss, and repaid $11,500 of notes for $13,000 in cash. ● During 2023, the Company amended convertible promissory notes totaling $197,025 to add aggregate original issuance discounts of $29,554, which extended the due dates by twelve months, to various dates in January, May, and July 2024. The notes are currently in default and under negotiation for settlement. ● During 2023, the Company issued convertible promissory notes to unrelated third parties with a fixed conversion price of $0.0006 per share, totaling $146,338 with a combined original issuance discount of $19,088. Of these, $17,250 of the notes are under a personal guarantee. All notes were due one year from their respective execution and funding dates. The notes are currently in default and under negotiation for settlement.

F-18

● ~~During~~In ~~2024,~~January ~~a convertible promissory note of $53~~2026,~~230~~ ~~was~~the ~~amended~~Company toentered ~~add~~into ana ~~additional original issuance discount of $7,985. The note is currently in default and under negotiation for~~ settlement. ●agreement ~~During~~with ~~2024,~~ the ~~Company~~holder ~~issued~~of ~~convertible~~certain promissory notes tooriginally ~~unrelated~~issued ~~third~~in ~~parties~~2021 ~~with~~and ~~fixed~~2022, ~~conversion~~pursuant ~~prices ranging from $0.0005~~ to ~~$0.0006~~which ~~per~~the ~~share~~outstanding ~~and~~notes ~~OID. The aggregate principal amount issued during 2024 was $263,350, with total OID~~ of $34172,~~350.~~500 ~~The notes~~ were ~~due~~cancelled ~~one year from their respective execution~~ and ~~funding~~extinguished ~~dates. These notes are currently~~ in ~~default~~exchange ~~and under negotiation~~ for ~~settlement.~~cash ●payments ~~During~~and the ~~second~~issuance ~~quarter~~ of ~~2024,~~common ~~the~~stock. ~~Company~~In ~~settled~~connection ~~convertible promissory notes~~ with anthe ~~aggregate~~settlement ~~principal balance of $52~~agreement,~~500,~~ ~~which had a conversion price of $0.002. As part of~~ the ~~settlement~~$20,000 ~~the~~cash ~~Company~~payment ~~recognized~~obligation awas ~~$7,500~~reclassified ~~loss~~to on settlement ofpayable ~~debt~~and ~~during~~included ~~the~~in ~~second~~accrued ~~quarter of 2024~~expenses. ~~Cash~~During ~~repayments~~the ~~related~~three tomonths ~~these~~ended ~~notes~~March ~~included $5~~31,~~000~~ ~~paid in the first quarter of 2023~~2026, ~~$7,500 paid during~~ the ~~second~~Company ~~quarter~~made ofpayments ~~2024,~~totaling ~~and~~ $15,000, ~~paid~~and in the ~~third~~remaining ~~quarter of 2024~~$5,000 ~~with~~payment ~~the~~was ~~remaining~~made ~~balance repaid~~ in ~~installments~~April ~~through~~2026. ~~the~~See ~~fourth~~Note ~~quarter~~7 of– ~~2024~~Stockholders’ ~~and~~Deficit ~~the~~for ~~first~~additional ~~quarter~~details ofregarding ~~2025, and fully settled in~~ the ~~second~~settlement ~~quarter~~and ofrelated ~~2025,~~share ~~for total cash repayments of $60,000~~issuance. ● ~~During~~The ~~the~~total ~~third~~discount ~~quarter~~amortization ofon ~~2024,~~all of the ~~Company~~above ~~settled~~mentioned convertible ~~promissory~~ notes ofpayable ~~$11,500,~~for ~~which had a conversion price of $0.0006. The Company completed repayment in~~ the ~~first~~three ~~quarter~~months ofended ~~2025,~~March ~~with $11~~31,~~500~~ in2026 ~~cash~~and ~~repayments. ● During the first through third quarter of~~ 2025, anwas ~~aggregate of~~ $~~893~~52,~~056~~300 ~~has been funded pursuant to three convertible promissory notes originated in January, February~~ and ~~June 2025, respectively, to an unrelated third party for a total commitment of up to~~ $142,~~155~~032,~~556~~ ~~to be funded in tranches~~respectively. ~~The~~At ~~agreements~~March ~~reflect minor variations in the naming of this unrelated third party which refer to the same counterparty. The notes carry an original issue discount of 15%~~31, ~~applied~~2026 ~~at the time of funding for each tranche. Each tranche matures one year from its respective execution~~ and ~~funding~~December ~~date.~~31, ~~The~~2025, ~~noteholder has~~ the ~~option~~carrying tovalue ~~convert~~of the ~~outstanding~~notes ~~principal~~was ~~into shares of Common Stock at a conversion price of~~ $~~0.0005 per share. If any tranches are missed or delayed by more than 10 business days~~6,324,308 ~~the fixed conversion price will be adjusted to $0.0008 per share for any missed tranche as a penalty. During the second~~ and ~~third quarter of 2025,~~ $~~112~~6,~~500 of proceeds was received after the required funding date; accordingly~~209,306, ~~the~~net ~~conversion price for such amount was adjusted to $0.0008 per share. In connection with the issuance~~ of ~~the~~unamortized ~~notes,~~discounts ~~we paid 10%~~ of ~~the proceeds to a third party~~$116,725 ~~which has been recorded as a debt discount. Both the original issuance discount~~ and ~~the~~$82,802, ~~issuance-related costs are being amortized over the term of each tranche~~respectively. ● ~~During~~At ~~April~~March ~~and~~31, ~~May 2025~~2026, ~~we issued convertible promissory notes to unrelated third parties for a total of~~ $465,~~000~~074,833 ~~with original issuance discount~~ of ~~$6,000. The Noteholders have~~ the ~~right~~above tomentioned ~~convert~~convertible ~~the~~ notes ~~into~~payable ~~shares of Common Stock at a fixed conversion price of $0.0007 per share. The notes~~ are ~~due~~in ~~one~~default ~~year from the execution~~ and ~~funding~~negotiation of ~~the notes~~settlement. ●At ~~During July 2025,~~ the ~~Company~~date ~~settled a convertible promissory note with a principal balance~~ of ~~$11,500~~this ~~through a cash repayment of $11~~report,~~500.~~ ~~The note had a fixed conversion price of~~ $~~0.0008 per share. ● During September 2025~~5, ~~we issued convertible promissory notes to an unrelated third party for $6~~387,~~900~~529 ~~with original issuance discount~~ of ~~$900. The Noteholder has~~ the ~~right~~notes toremain ~~convert~~in ~~the~~default ~~note~~and ~~into~~in ~~shares~~negotiation of ~~Common Stock at a fixed conversion price of $0~~settlement.~~0008 per share. The note is due one year from the execution and funding of the note.~~

(3)	At March 31, 2026 and December 31, 2025, the balance of $2,143,461 and $2,046,469, respectively, consisted of the following convertible loans:

	●	The balance of $20,000 of a Convertible Note originated in March 2016 is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. We have accrued interest at a default interest rate of 20% after the note’s maturity date. At March 31, 2026 and December 31, 2025, the convertible note payable with principal balance of $20,000 plus accrued interest of $38,406 and $37,406 at fair value, were recorded at $106,190 and $78,280, respectively. The Note is in default and negotiation of settlement.

	●	During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to convert the note into shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. We have accrued interest at a default interest rate of 19% after the note’s maturity date. After prior conversions, at March 31, 2026 and December 31, 2025, the remaining principal of $12,629 plus accrued interest of $25,568 and $24,937, respectively, at fair value, was recorded at $63,663 and $62,610, respectively. The remaining principal balance of the Note is in default.

	●	During October 2020, we issued a Convertible Debenture in the amount of $250,000 to an unrelated third party. The note was due in October 2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. Upon default, we increased the outstanding principal by 10% and began accruing interest at the default rate of 24% from the note’s maturity date. At March 31, 2026 and December 31, 2025, the convertible note payable with principal balance of $275,000 plus accrued interest of $312,932 and $296,657, respectively, at fair value, were recorded at $1,175,864 and $1,143,319. The Note is in default and negotiation of settlement.

	●	During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party, and during August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. Both notes carry interest at 8% and were due one year from issuance, unless previously converted into shares of restricted common stock. Following maturity, we accrued interest at the default rate of 24%. The noteholders have the right to convert the notes into shares of common stock at fifty-five percent of the average of the three lowest trading prices of our restricted common stock for the fifteen trading days including the date of receipt of the conversion notice. At March 31, 2026 and December 31, 2025, the combined convertible notes payable plus accrued interest of $117,519 and $113,376, respectively, were recorded at fair value of $340,944 and $333,412. The Notes are in default and negotiation of settlement.

F-19

	●	During January 2019, we issued a convertible debenture in the amount of $75,900 to an unrelated third party in connection with the restatement of a previously issued non-convertible note. The ~~total~~note ~~discount~~was ~~amortization~~due onin ~~all~~one ~~notes~~year ~~for~~from the ~~three~~restatement ~~months~~date ~~ended~~of ~~September~~the 30note. During November 2020, ~~2025~~the ~~and~~Note ~~2024~~holder ~~was~~assigned $6720,~~283~~000 ~~and~~of the $1975,~~424,~~900 ~~respectively~~convertible note in January 2019 to a third party. The ~~total~~Noteholder has the right to convert the note into shares of common stock at 50% discount ~~amortization~~to onthe ~~all~~average ~~notes~~trading ~~for~~price of the ~~nine~~three ~~months~~lowest ~~ended~~closing ~~September~~stock ~~30,~~prices ~~2025~~for ~~and~~the ~~2024~~twenty ~~was~~days ~~$162,398~~prior ~~and~~to ~~$61,054,~~the ~~respectively~~notice of conversion. At ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the ~~carrying~~remaining ~~value~~convertible note payable of ~~the~~$55,900, ~~notes~~at fair value, was recorded at $5111,~~937,387~~800 and $483,~~964~~850,~~684,~~ ~~net~~respectively. ofThe ~~unamortized~~note ~~discounts~~was ofdue ~~$113,221~~January 2020. The Note is in default and ~~$11,010,~~negotiation ~~respectively~~of settlement.
	●	AtDuring ~~September~~June 302019, ~~2025,~~we issued a convertible promissory note to an unrelated third party for $4240,~~642,944~~000 with original issuance discount of ~~the~~$40,000. ~~above~~The ~~mentioned~~note ~~convertible~~was ~~notes~~due ~~payable~~one ~~are~~year infrom ~~default~~the execution and ~~negotiation~~funding of ~~settlement~~the note. AtIn connection with the ~~date~~issuance of this ~~report~~note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $54,~~500~~688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. During October 2022,~~387~~ repayment of $10,000 was made. At March 31, 2026 and December 31, 2025, the ~~notes~~convertible ~~remain~~note payable with principal balance of $230,000, at fair value, was recorded at $345,000. The Note is in default and in negotiation of settlement.

(3) At September 30, 2025 and December 31, 2024, the balance of $2,171,633 and $2,041,464, respectively, consisted of the following convertible loans:

(4)	At March 31, 2026 and December 31, 2025, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.

(5)	During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. The outstanding balance for the EIDL loan at March 31, 2026 and December 31, 2025 is $149,169. The accrued interest as of March 31, 2026 and December 31, 2025 loan is $18,919 and $17,513, respectively. Interest expense was $1,406 for each of the three months ended March 31, 2026 and 2025.

~~● The balance of $20,000 of a Convertible Note originated in~~ At March 2016 is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. We have accrued interest at a default interest rate of 20% after the note’s maturity date. At September 30, 2025 and December 31, ~~2024~~2026, the ~~convertible~~future ~~notes~~minimum ~~payable with~~ principal ~~balance~~payments of $20,000 plus accrued interest of $36,383 and $33,350 at fair value, were recorded at $102,517 and $96,998, respectively. The Note is in default and negotiation of settlement. ● During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note was due on May 4, 2018. The Note holder has the right to convert the note into shares of Common Stock at sixty percent (60%) of the lowest trading price of our restricted common stock for ~~the~~all ~~twenty~~debts ~~trading~~are ~~days~~as preceding the conversion date. We have accrued interest at a default interest rate of 19% after the note’s maturity date. After prior conversions, at September 30, 2025 and December 31, 2024, the remaining principal of $12,629 plus accrued interest of $24,305 and $22,411, respectively, at fair value, was recorded at $61,558 and $58,401, respectively. The remaining principal balance of the Note is in default. ● During October 2020, we issued a Convertible Debenture in the amount of $250,000 to an unrelated third party. The note was due in October 2021. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. Upon default, we increased the outstanding principal by 10% and began accruing interest at the default rate of 24% from the note’s maturity date. At September 30, 2025 and December 31, 2024, the convertible note payable with principal balance of $275,000 plus accrued interest of $280,022 and $230,657, respectively, at fair value, were recorded at $1,110,046 and $1,011,315. The Note is in default and negotiation of settlement. ● During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party, and during August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. Both notes carry interest at 8% and were due one year from issuance, unless previously converted into shares of restricted common stock. Following maturity, we accrued interest at the default rate of 24%. The noteholders have the right to convert the notes into shares of common stock at fifty-five percent of the average of the three lowest trading prices of our restricted common stock for the fifteen trading days including the date of receipt of the conversion notice. At September 30, 2025 and December 31, 2024, the combined convertible notes payable plus accrued interest of $109,142 and $96,622, respectively, were recorded at fair value of $325,712 and $302,950. The Note is in default and negotiation of settlement.follows:

F-20

	●	During January 2019, we issued a convertible debenture in the amount of $75,900 to an unrelated third party in connection with the restatement of a previously issued non-convertible note. The note was due in one year from the restatement date of the note. During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note in January 2019 to a third party. The Noteholder has the right to convert the note into shares of common stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. At September 30, 2025 and December 31, 2024, the remaining convertible note payable of $55,900, at fair value, was recorded at $111,800. The note was due January 2020. The Note is in default and negotiation of settlement.
	●	During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. During October 2022, repayment of $10,000 was made. At September 30, 2025 and December 31, 2024, the convertible note payable with principal balance of $230,000, at fair value, was recorded at $460,000. The Note is in default and negotiation of settlement.

(4)

At September 30, 2025 and December 31, 2024, the balance of $225,000 consisted of the advances received from a third party during the periods from May 2019 through May 2020 in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold.

(5)

During June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, in the amount of $731 commenced in February 2023. The balance of principal and interest is payable over a 360-month period from the date of the SBA Loan Agreement. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral. Repayments through September 30, 2025 and December 31, 2024 totaled $14,620, of which $13,889 was applied to accrued interest. The outstanding balance for the EIDL loan at September 30, 2025 and December 31, 2024 is $149,169. The accrued interest as of September 30, 2025 and December 31, 2024 loan is $16,107 and $11,889, respectively. Interest expense was $1,406 for each of the three months ended September 30, 2025 and 2024, and $4,218 for each of the nine months ended September 30, 2025 and 2024.

At September 30, 2025, the future minimum principal payments for all debts are as follows:

September 30,	Amount
March 31,	Amount
2026	$	9,535,217
2027	$	9,869,508
2027		3,673
2028		3,742
2028		3,813
2029		3,885
2029		3,958
2030		4,033
2030		4,109
2031		4,187
Thereafter		~~121~~119,~~997~~883
Total	$	910,~~672~~005,~~767~~238
Less: Long-term portion SBA notes payable		(~~137~~135,~~550~~730	)
Current portion	$	9,~~535~~869,~~217~~508

F-2120

7. STOCKHOLDERS’ DEFICIT

Series B Preferred Stock

Effective March 2021, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination for its Series B Preferred Stock. The Series B Preferred Stock has a par value of $0.001 per shares and consists of 12,000,000 shares.

Terms of the Series B Preferred include the following:

	1.	The Series B Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series B Preferred is entitled to one thousand votes per share.

	2.	The Series B Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series B Preferred will be entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series B Preferred will have the same record and payment date and terms as the dividend payable on the common stock.

	3.	Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series B Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to $0.133 in cash per share before any distribution is made on any shares of the Company’s common stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available for payments with respect to Series B Preferred would not result in payment in full of Series B Preferred, the holders shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is entitled.

	4.	The Series B Preferred does not have any redemption rights.

Common Stock Issued for Services

On May 1, 2025, the Company entered into a consulting agreement for services. Pursuant to the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation over an initial 12-month service period, including an initial issuance of 100,000,000 shares upon execution and monthly issuances of 20,000,000 shares beginning July 1, 2025. The initial 100,000,000 shares were issued in May 2025 and were valued at $10,000. During the third and fourth quarter of 2025, the Company issued an additional 120,000,000 shares under this arrangement, with an aggregate fair value of $20,000. During the first quarter of 2026, the Company issued an additional 60,000,000 shares under this arrangement, with an aggregate fair value of $68,000. For the three months ended March 31, 2026, the Company recognized stock-based compensation expense of $10,500 related to this agreement. The remaining unrecognized compensation cost of $833 is expected to be recognized over the remaining service period (See Note 9).

~~For~~On January 1, 2026, the ~~three~~Company ~~and~~entered ~~nine~~into ~~months~~a ~~ended~~consulting ~~September~~agreement for services. Pursuant to the agreement, the Company issued 30,000,000 shares ~~2025~~of restricted common stock as compensation for a 12-month service period. The shares were valued at $3,000. For the three months ended March 31, 2026, the Company recognized stock-based compensation expense of $~~8,500~~750 ~~and $10,167~~ related to this agreement~~, respectively~~. The remaining unrecognized compensation cost of $52,~~833~~250 is expected to be recognized over the remaining service period (See Note 9).

As of the date of this report, nothe above mentioned shares have not been issued by the transfer agent; however, the Company has recorded the shares as common stock to be issued and recognized the related stock based compensation expense.

Debt Settlement and Stock Issuance

In January 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and 2022. As of the settlement date, the aggregate carrying value of the outstanding debt was approximately $172,500 (see Note 6). Pursuant to the settlement, all outstanding notes were cancelled and extinguished. In exchange, the Company agreed to (i) pay $20,000 in cash, payable in four monthly installments of $5,000, and (ii) issue 60,000,000 shares of the Company’s common stock. In connection with the settlement agreement, the $20,000 cash payment obligation was reclassified to settlement payable and included in accrued expenses. The Company made the first three installment payments totaling $15,000 in the first quarter of 2026, and the final $5,000 was paid in April 2026 (see Note 8). The common shares issued in connection with the settlement were valued based on the Company’s trading price of $0.0002 per share, resulting in a fair value of $12,000. We recognized a gain on debt settlement of $140,500 during the first quarter of 2026, representing the excess of the carrying amount of the debt over the fair value of the consideration transferred. The gain on settlement is included in the accompanying condensed consolidated statements of operations.

8. ACCRUED EXPENSES

Accrued expenses ~~consisted~~consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Accrued consulting fees	$	~~331~~310,~~400~~900	$	~~291~~303,~~400~~900
Accrued settlement expenses (1)		680,235		680,235
Accrued payroll taxes		286,543		263,859
Accrued settlement expenses (See Note 7)		5,000		-
Accrued interest		873,927		864,670
Accrued payroll taxes		301,153		293,847
Accrued others		2,765		2,913
Accrued interest		936,547		905,565
Total	$	2,174,870	$	2,103,077
Accrued others		2,913		2,736
Total	$	2,236,748	$	2,186,283

(1) On August 28, 2024, the U.S. District Court for the Eastern District of New York entered a final consent judgment against the Company, enjoining it from violating certain provisions of the federal securities laws and ordering disgorgement and civil monetary penalties. The Court entered a final consent judgment in which it was ordered to pay $520,940 in disgorgement and $59,295 in prejudgment interest thereon, as well as $100,000 in civil penalties. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had accrued a total legal settlement amount of $680,235 (See Note 11). Any potential penalties or interest related to non-payment cannot be reasonably estimated at this time and, accordingly, have not been accrued in the accompanying unaudited condensed consolidated financial statements.

F-2221

9. PREPAID EXPENSES

Prepaid expenses and other current assets consist of the following:

SCHEDULE OF PREPAID EXPENSES

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Supplier advances for venom	$	406,472		$	~~401~~406,472
Reserve for supplier advances		(406,472	)		(~~401~~406,472	)
Net supplier advances		-			-
Prepaid stock based compensation (see Note 7)		53,~~833~~083			-3,333
Prepaid professional fees		~~108~~59,~~264~~199			2931,999
Total	$	~~114~~62,~~097~~282		$	2935,~~999~~332

We performed an evaluation of our supplier advances for venom at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, and determined full reserves ~~were~~ were necessary. The Company recorded increases to the reserve of $0 and $15,000 for the three months ended September 30, 2025 and 2024, respectively. The Company recorded increases to the reserve of $5,000 and $45,000 for the nine months ended September 30, 2025 and 2024, respectively.

10. CONVERTIBLE NOTES RECEIVABLE

During 2021 through 2023, we purchased an aggregate of $378,250 of convertible notes receivable with original issuance discounts totaling $31,626 from StemSation International (“StemSation”). The notes were convertible into common shares ranging from $0.01 to $0.005 per common share and matured in one year from each of the funding dates of the notes. The original issuance discounts were amortized over the lives of the notes. Stemsation made total repayments of $114,250 during 2022 and 2023, and the remaining balance of $264,000 was in default prior to settlement.

On June 5, 2023, the Company entered into a settlement agreement with StemSation to convert the notes receivable balances of $264,000 into shares of StemSation’s common stock at $0.00176 per share. The settlement agreement was approved on June 15, 2023 by the Circuit Court.

Pursuant to the agreement, the Company is entitled to receive 150,000,000 shares of StemSation’s common stock in exchange for the full settlement of the outstanding notes receivable. As of June 30, 2023, the Company recognized the settlement receivable at $264,000, equal to the carrying amount of the notes receivable exchanged. Accordingly, the convertible notes receivable were derecognized.

Between July and November 2023, $103,916 of the $264,000 settlement was converted into 59,043,425 shares, as summarized in the table below. The remaining $160,084 of the settlement was recorded as a settlement receivable in the accompanying condensed consolidated balance sheets as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 and is expected to be converted in subsequent periods.

Date of Conversion Notice	Conversion Amount		Number of Shares Issued		Value of Shares Issued ($/per share) at Issuance
7/12/2023	$	33,516		19,043,425		0.00176
8/24/2023	$	35,200		20,000,000		0.00176
11/7/2023	$	35,200		20,000,000		0.00176

Of the 59,043,425 shares issued, 39,043,425 shares were sold in the third quarter of 2023 for total proceeds of $68,716, of which $33,516 was collected and $35,200 ~~remain~~remains receivable. The remaining 20,000,000 shares, converted in November 2023, and valued at $35,200, were ~~recorded~~ recorded as an investment in StemSation stock at cost.

In March 2024, the Company sold an additional 10,000,000 shares for $17,600, the proceeds of which remained outstanding as of December 31, ~~2024~~2025. As a result, the ~~total~~gross receivable balance related to these transactions was $52,800 at ~~September~~March 3031, 2026 and December 31, 2025. As of March 31, 2026 and December 31, ~~2024~~2025, the Company recorded a full allowance for credit losses against the outstanding receivable balance based on management’s evaluation of collectability and current expected credit loss factors. The remaining 10,000,000 shares ~~converted~~ converted in November 2023, valued at $17,600, were recorded as an investment in StemSation stock as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 at cost. Management believes the carrying values approximate fair value based on the expected recovery pursuant to the Stock Purchase Agreement covering a total of 150,000,000 shares.

During the third and fourth quarter of 2023, we purchased three convertible notes for $6,600 which included a $600 original issuance discount. During the first and second quarter of 2024, we purchased three convertible notes for $37,450 which included a $3,450 original issuance discount. They are convertible at $0.005 per share and due in one year after funding. Repayment of $42,300 has been received during 2024.

During May 2025, we purchased a convertible note for $28,750, with original issuance discount of $3,750. The note is convertible into common shares for $0.005 per common share and matures in one year from the funding of the note.

Convertible notes receivable were $30,500 and $1,750 as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively. ~~Amortization~~The ~~of convertible notes receivable recognized as other income totaled~~ $~~0 and $3~~30,~~750~~500 ~~for~~balance ~~the~~matured ~~three~~in ~~and nine months ended September 30,~~ May 2025, ~~respectively, compared to $0~~ and ~~$3,450~~was ~~for~~in ~~the~~default ~~three and nine months ended September 30, 2024, respectively. They are recognized~~ as ~~other~~of ~~income in~~ the ~~accompanying condensed~~filing ~~consolidated~~date ~~statements~~ of ~~operations~~this ~~for the three and nine months ended September 30, 2025 and 2024~~report.

F-2322

11. COMMITMENTS AND CONTINGENCIES

Operating Leases

ReceptoPharm leases a lab. In October 2022, we signed another lease extension, covering the period from January 1, 2023, to December 31, 2025, with monthly payments of $7,700 and an annual 4% increase. The Company did not renew the lease upon its expiration on December 31, 2025.

For the three months ended September 30, 2025 and 2024, the Company’s lease cost and related cash flow information were as follows:

SCHEDULE OF LEASE COST AND BALANCE SHEET INFORMATION

	September 30,		September 30,
	2025		2024
Lease cost
Operating lease cost	$	25,109	$	26,563
Short-term lease cost		-		-
Total lease cost	$	25,109	$	26,563
Supplemental cash flow information related to leases were as follows:
Cash paid for amounts included in the measurement of operating lease liabilities	$	25,766	$	21,000

For the nine months ended September 30, 2025 and 2024, the Company’s lease cost and related cash flow information were as follows:

	September 30,		September 30,
	2025		2024
Lease cost
Operating lease cost	$	77,759	$	85,081
Short-term lease cost		-		-
Total lease cost	$	77,759	$	85,081
Supplemental cash flow information related to leases were as follows:
Cash paid for amounts included in the measurement of operating lease liabilities	$	79,728	$	85,054

As of September 30, 2025 and December 31, 2024, the Company’s operating lease right-of-use assets and related lease liabilities were as follows:

	September 30,			December 31,
	2025			2024
Balance sheet information
Operating ROU Assets	$	251,951		$	251,951
Less accumulated amortization		(228,554	)		(161,168	)
Operating ROU Assets, net	$	23,397		$	90,783
Operating lease obligations, current portion	$	24,056		$	93,411
Operating lease obligations, non-current portion		-			-
Total operating lease obligations	$	24,056		$	93,411
Weighted average remaining lease term (in years) – operating leases		0.25			1
Weighted average discount rate-operating leases		8	%		8	%

The Company subleases a portion of its leased facility under month-to-month arrangements. Sublease rental income is recorded as a reduction of general and administrative expenses in the condensed consolidated statements of operations, as the amounts represent recoveries of operating costs rather than revenues from the Company’s primary business activities. The sublease arrangements are short-term and operate on a month-to-month basis. Total sublease rental income was $30,000 and $90,000 for three and nine months ended September 30, 2025, respectively, and $30,000 and $63,000 for the three and nine months ended September 30, 2024, respectively. Other receivables of $103,906 and $28,906 as of September 30, 2025 and December 31, 2024, respectively, consisted entirely of rental income receivable.

F-24

Consulting Agreements

During July 2015, we signed an agreement with a company to provide consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share. As the services provided were in dispute, the shares and note payable have not been issued as of ~~September~~March 3031, ~~2025~~2026. As of ~~September~~March 3031, ~~2025~~ 2026 and December 31, ~~2024~~2025 we have accrued $142,500 in accrued expenses on the accompanying condensed consolidated balance sheets.

During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000. As of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been issued. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of common stock that have not been issued.

During September 2022, the Company renewed its consulting agreement with an external consultant for a three-year term, providing for monthly compensation of $10,000. In September 2025, the agreement was further renewed for an additional one-year term through September 2026. Consulting expenses totaled $30,000 ~~and $60,000~~ for the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, respectively, ~~compared to the same amounts for the corresponding periods in 2024,~~ and are included within ~~selling, general and administrative~~ consulting expenses in the accompanying condensed consolidated statements of operations. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, accrued consulting fees payable to this external consultant totaled $~~169~~148,~~350~~850 and $~~129~~141,~~350~~850, respectively, and are included in accrued expense on the accompanying ~~unaudited condensed~~ condensed consolidated balance sheets.

On January 1, 2025, the Company entered into an Agent and Representation Agreement with an external consulting company pursuant to which the agent will solicit prospective commercial and contract manufacturing clients on behalf of the Company. Under the agreement, the Company is obligated to pay referral commissions to the agent for clients introduced by the agent who purchase the Company’s products or services. The agreement required an initial payment of $20,000 related to certain introduced clients, which was paid during the first quarter of 2025, and provides for additional commissions for the life of each referred client account, subject to the terms and conditions of the agreement. Consulting expenses of $0 and $3020,000 were recorded during the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, respectively, within ~~selling,~~consulting ~~general and administrative~~ expenses in the accompanying unaudited condensed consolidated statements of operations.

On May 1, 2025, the Company entered into a consulting agreement for services. Pursuant to the agreement, the Company agreed to issue up to 300,000,000 shares of restricted common stock as compensation over an initial 12-month service period, including an initial issuance of 100,000,000 shares upon execution and monthly issuances of 20,000,000 shares beginning July 1, 2025. The initial 100,000,000 shares were issued in May 2025 and were valued at $10,000. During the third ~~quarter~~and fourth quarters of 2025, the Company issued 120,000,000 shares under this arrangement, with an aggregate fair value of $20,000. During the first quarter of 2026, the Company issued an additional 60,000,000 ~~shares~~ shares under this arrangement, with an aggregate fair value of $68,000. For the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, the Company ~~recognized~~ recognized stock-based compensation expense of $810,500 and $~~10,167~~0 related to this agreement. The remaining unrecognized compensation cost of $5,833 is expected to be recognized over the remaining service period (See Note 7 and Note 9).

F-2523

Litigation

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL, however, the mediation was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. On May 19, 2025, the Company entered into a settlement agreement with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlement.

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had an outstanding principal balance of $~~50,000 and $91,156, respectively, and accrued interest of $~~0 and $8420,~~671~~000, respectively (see Note 6). ~~Prior to the settlement, the total recorded liability was $178,526, consisting~~ ~~of $91,156 in principal and $87,370 in accrued interest. The settlement resulted in a gain of $53,526, which was recognized during the second quarter of 2025.~~ Payments totaling $9020,000 were made during ~~the~~January ~~period~~and ~~from June through~~ February 2026.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially false and misleading statements about the Company and violated anti-fraud and other securities laws.

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On June 30, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021.

In July 2024, a final judgment was issued, ordering the defendant to pay $520,940 in disgorgement, $59,295 in prejudgment interest, and a $100,000 civil penalty. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company had accrued a total legal settlement amount of $680,235 (See Note 8). Any potential penalties or interest related to non-payment cannot be reasonably estimated at this time and, accordingly, have not been accrued in the accompanying unaudited condensed consolidated financial statements.

F-2624

Settlement with Marc Weller

In January 2026, the Company entered into a settlement agreement with aMarc ~~counterparty~~Weller in connection with a dispute arising in the ordinary ~~course~~ course of business (See Note 156 and Note 7). As part of the settlement, the outstanding notes, with an aggregate carrying value of approximately $~~175~~172,~~000~~500, were cancelled and extinguished in exchange for (i) $20,000 in cash, payable in four monthly installments, and (ii) 60,000,000 shares of the Company’s common stock.

12. SEGMENT AND ENTITY-WIDE INFORMATION

The Company operates as a 1 single reportable operating segment. Operating segments are identified based on the manner in which the Company’s Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer, reviews financial information for purposes of allocating resources and assessing performance.

The measure of segment profit or loss used by the CODM is consolidated net loss, as reported in the condensed consolidated statements of operations. The significant expense categories included in the measure of segment profit or loss and regularly reviewed by the CODM include cost of goods sold, ~~selling~~payroll, benefits and ~~marketing~~related taxes, professional fees, consulting expenses, ~~and~~other selling, general and administrative expenses.

The accounting policies of the reportable segment are the same as those described in the summary of significant accounting policies. The Company has no intersegment revenues.

For the three ~~and nine~~ months ended ~~September~~March 3031, 2026 and 2025, ~~sales~~one ~~to a related~~ third-party, customer accounted for approximately 295% and 31% of ~~total revenues, respectively. For~~ the ~~three and nine months ended September 30, 2024, the same related party accounted for approximately 31% and 39%~~Company’s ofnet ~~total revenues, respectively~~sales. These ~~sales~~revenues ~~are~~were ~~included~~generated within the Company’s single reportable ~~operating~~ segment. ~~See Note 13 – Related Party Transactions for additional information.~~

For the three months ended March 31, 2026 and 2025, sales to a related party, accounted for approximately 43% and 33% of total revenues, respectively. These sales are included within the Company’s single reportable operating segment. See Note 13 – Related Party Transactions for additional information.

13. RELATED PARTY TRANSACTIONS

The Company acts as a product formulator and contract manufacturer for Avini Health (“Avini”). The Company’s former chief executive officer, who held that position through March 2024, is an owner of Avini and is its chief scientific officer. Following March 2024, this individual assumed the role of Operations Manager of the Company.

During September 2023, the sales and manufacturing structure between the Company and Avini was revised. Avini assumed responsibility for manufacturing its own products, and the Company transferred to Avini certain raw materials and packaging supplies related to amounts previously advanced by Avini. In connection with this transition, the Company relocated its operations to a Boca Raton facility leased by Avini. Under this arrangement, the Company uses the facility rent-free, shares space and resources with Avini, and Avini pays all lease and office-related expenses. Sales to Avini declined beginning in 2024 as Avini ~~manufactures~~began to manufacture its own products; however, the Company benefits from ~~reduced~~ reduced operating costs and continued access to manufacturing capabilities for its own Nutra Pharma–branded products.

As of March 31, 2026 and December 31, ~~2024~~2025, the Company ~~had~~ recorded ~~deferred~~accounts ~~revenue~~receivable ~~of $234,757, representing cash received~~ from ~~Avini~~related inparty ~~advance~~ of ~~performance under prior contractual arrangements~~$23,357 and ~~accounts receivable of~~ $524,~~800~~385, respectively, related to Avini product sales ~~in December 2024~~. In connection with Avini’s assumption of manufacturing responsibilities, the anticipated reduction in future revenue from Avini, and the restructuring of the parties’ commercial relationship, Avini agreed to forgive a total of $240,557. The Company accounted for the forgiveness as a capital contribution, and the amount was recorded as an increase to Additional Paid-In Capital during 2024.

~~As of September 30, 2025 and December 31, 2024, the Company recorded accounts receivable from related party of $18,984 and $5,800, respectively, related to Avini product sales.~~F-25

During ~~2025~~2010 we borrowed $200,000 ~~Avini~~from ~~purchased~~one ~~certain~~of ~~raw~~our ~~materials~~directors. onUnder ~~behalf~~the terms of the ~~Company~~loan ~~for~~agreement, ~~use~~this loan was expected to be repaid in nine months to a year from the ~~manufacture~~date of ~~private~~the ~~label~~loan ~~products~~along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We ~~These~~are ~~purchases~~in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as ~~totaled~~of December 31, 2016. The Company paid $1065,~~416~~000 of accrued interest during 2021 and 2022, including $3710,~~416~~000 ~~for~~settled through the ~~three~~issuance of ~~and~~12,500,000 ~~nine~~shares ~~months~~of ~~ended~~common ~~September~~stock ~~30,~~in ~~2025,~~a ~~respectively~~related-party transaction in 2021, and ~~have~~paid ~~been~~an ~~reimbursed~~additional to$10,000 ~~Avini~~of inaccrued interest during ~~full~~the asfirst quarter of ~~September~~2026. 30At March 31, 2026 and December 31, 2025, we owed this director accrued interest of $208,833 and $202,831, respectively.

~~F-27~~As of March 31, 2026 and December 31, 2025, we had the following related party balances:

During the first quarter of 2024, the Company reclassified a portion of previously issued convertible debts for a total of $253,000 to due to officers upon the appointment of Michael Flax as the Chief Executive Officer of the Company.

During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid the principal balance in full as of December 31, 2016. The Company paid $65,000 of accrued interest during 2021 and 2022, including $10,000 settled through the issuance of 12,500,000 shares of common stock in a related-party transaction in 2021, and paid an additional $10,000 of accrued interest during the nine months ended September 30, 2025. At September 30, 2025 and December 31, 2024, we owed this director accrued interest of $196,876 and $189,961, respectively.

As of September 30, 2025 and December 31, 2024, we had the following related party balances:

SCHEDULE OF RELATED PARTY BALANCES

	September 30,		December 31,
	March 31,		December 31,
	2025		2024
	2026		2025
Account receivable – related party, net	$	1823,~~984~~357	$	524,~~800~~385
Due to officers (See Note 5)		1,~~496~~685,~~764~~020		1,~~239~~592,~~264~~794
Accrued payroll due to officers		1,~~793~~913,~~965~~850		1,~~641~~854,~~554~~802
Accrued interest to a related party		~~196~~208,~~876~~833		~~189~~202,~~961~~831
Additional paid in capital – related party debt forgiveness		-		240,557

For the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, we had the following related party transactions:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	September 30, 2025		September 30, 2024
	March 31, 2026		March 31, 2025
Net sales to a related party	$	2820,~~462~~968	$	3436,~~476~~420
Raw materials purchased from a related party		~~10,416~~-		-13,000
Other income		5,000		-
Interest expense to a related party		6,002		5,585
Interest expense to a related party		5,780		5,413

For the nine months ended September 30, 2025 and 2024, we had the following related party transactions:

	September 30, 2025		September 30, 2024
Net sales to a related party	$	102,493	$	106,184
Raw materials purchased from a related party		37,416		-
Other income		5,000		-
Interest expense to a related party		16,915		15,660

The $5,000 recognized during the second quarter of 2025 relates to amounts received from a related party for the shared use of equipment.

These transactions were not conducted at arm’s length and therefore may not reflect the terms that would have been agreed to with an unrelated third party.

14. RESEARCH SERVICES AGREEMENT WITH STEMSATION

On July 1, 2024, the Company entered into a one-year Research Services Agreement with StemSation to provide research and development services related to certain StemSation technologies. Under the agreement, the Company was entitled to receive $200,000 for services, payable upon execution and as requested. Revenue was recognized ratably at $50,000 per quarter over the original contractual term. The agreement was terminated effective March 31, 2025. The Company recognized $0 and $50,000 of other income for the three ~~and nine~~ months ended ~~September 30,~~March ~~2025~~31, ~~respectively, compared to $50,000~~ 2026 and ~~$50~~2025,~~000~~ ~~for the three and nine months ended September 30, 2024,~~ respectively. These amounts are included in the accompanying unaudited condensed consolidated statements of operations ~~for the respective periods~~.

F-28

15. SUBSEQUENT EVENTS

Settlement of Convertible Debt

During April 2026, the Company settled a convertible promissory note of $17,825, which had a conversion price of $0.002, through cash repayments totaling $17,825.

Convertible Promissory Notes

During ~~October~~April to ~~December~~May ~~2025~~2026, we issued convertible promissory notes to unrelated third parties for a total of $~~241~~220,~~500~~ 800 with original issuance discount of $3128,~~500~~800. The Noteholders have the right to convert the notes into shares of Common Stock at fixed conversion price ~~ranging~~of ~~from~~ $0.~~0005 to $0.~~0008 ~~per~~ per share. The notes are due one year from the execution and funding of the notes. In connection with the issuance of ~~$92,000 of~~ these notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original ~~issue~~issuance discount and the issuance-related costs are being amortized over the term of each ~~tranche~~note.

During January to March 2026, we issued convertible promissory notes to unrelated third parties for a total of $281,750 with original issuance discount of $36,750. The Noteholders have the right to convert the notes into shares of Common Stock at fixed conversion price ranging from $0.0005 to $0.0008 per share. The notes are due one year from the execution and funding of the notes. In connection with the issuance of $98,000 of these notes, we paid 10% of the proceeds to a third party, which has been recorded as a debt discount. Both the original issue discount and the issuanceF-~~related costs are being amortized over the term of each tranche.~~26

Promissory Note

In March 2026, the Company entered into a Purchase and Sale of Future Receipts Agreement with a third party. Pursuant to this agreement, the buyer purchased $110,500 of the Company’s future receivables in exchange for total proceeds of $83,250, on a non-recourse basis. The Company authorized the buyer to debit its bank account at a specified remittance frequency until the full purchased amount of $110,500 is collected. In connection with this transaction, the Company recorded a total debt discount of $27,250 related to loan origination fees and issuance costs, which is being amortized over the term of the agreement.

Restatements of One Convertible Promissory Note

In February 2026, a convertible promissory note of $264,500 was further restated to extend its maturity date to February 2027, with the principal balance of $264,500 subject to an additional 15% OID, while maintaining the same fixed conversion price of $0.0008. The note continues to be secured by a personal guarantee.

Debt Settlement and Stock Issuance

In January 2026, the Company entered into a settlement agreement with the holder of certain promissory notes originally issued in 2021 and 2022. As of the settlement date, the aggregate carrying value of the outstanding debt was approximately $175,000, which included an original issuance discount of $25,000. Pursuant to the settlement, all outstanding notes were cancelled and extinguished. In exchange, the Company agreed to (i) pay $20,000 in cash, payable in four monthly installments of $5,000, and (ii) issue 60,000,000 shares of the Company’s common stock. The Company made the first three installment payments totaling $15,000 in the first quarter of 2026, and the remaining $5,000 is scheduled to be paid in April 2026. The common shares issued in connection with the settlement were valued based on the Company’s trading price of $0.0002 per share, resulting in an aggregate fair value of approximately $12,000. We will recognize a gain on debt settlement equal to the excess of the carrying amount of the debt over the fair value of the consideration transferred upon completion of the final installment payment.

F-29

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Our business during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 has focused upon marketing our homeopathic drugs for the treatment of pain:

	●	Nyloxin (Stage 2 Pain)
	●	Nyloxin Extra Strength (Stage 3 Pain)
	●	Pet Pain–Away
	●	Equine Pain–Away
	●	Luxury Feet

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and thereafter, the following has occurred:

WeSince ~~are~~October ~~currently~~of ~~expanding~~2025, ~~production~~we ~~capacity~~have inexpanded our ~~facility~~online efforts to ~~allow~~include ~~spot~~marketing ~~production~~and ofsocial ~~our~~media ~~products~~consultants to expand sales of Nyloxin and Pet ~~private~~Pain-Away. ~~label~~This ~~brands~~has led to a bigger footprint on Amazon as well as the placement of Pet Pain-Away on Chewy, the largest online pet site.

Throughout first quarter of 2026, we have worked with our auditors and consultants to bring the Company’s financial reporting current.

Nyloxin/Nyloxin Extra Strength

We offer Nyloxin/Nyloxin Extra Strength as our over-the-counter (OTC) pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain.

Nyloxin and Nyloxin Extra Strength are available as a two-ounce topical gel for treating joint pain and pain associated with arthritis and repetitive stress, and as a one ounce oral spray for treating lower back pain, migraines, neck aches, shoulder pain, cramps, and neuropathic pain. Both the topical gel and oral spray are packaged and sold as a one-month supply.

Nyloxin and Nyloxin Extra Strength offer several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen-based pain relievers, the Nyloxin products provide an alternative that does not rely on opiates or non-steroidal anti-inflammatory drugs, otherwise known as NSAIDs, for their pain-relieving effects. Nyloxin also has a well-defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Nyloxin, Asian cobra venom, has been studied in more than 46 human clinical studies. The data from these studies provide clinical evidence that cobra venom provides an effective treatment for pain with few side effects and has the following benefits:

	●	safe and effective;
	●	all natural;
	●	long-acting;
	●	easy to use;
	●	non-narcotic;
	●	non-addictive; and
	●	analgesic and anti-inflammatory.

Potential side effects from the use of Nyloxin are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

The primary difference between Nyloxin and Nyloxin Extra Strength is the dilution level of the venom. The approximate dilution levels for Nyloxin and Nyloxin Extra Strength are as follows:

Nyloxin

	●	Topical Gel: 30 mcg/mL
	●	Oral Spray: 70 mcg/mL

Nyloxin Extra Strength

	●	Topical Gel: 60 mcg/mL
	●	Oral Spray: 140 mcg/mL

In December 2011, we began marketing Nyloxin and Nyloxin Extra Strength at www.nyloxin.com. Both Nyloxin and Nyloxin Extra Strength are packaged in a roll-on container, squeeze bottle and as an oral spray. Additionally, Nyloxin topical gel is available in an 8 ounce pump bottle.

We are currently marketing Nyloxin and Nyloxin Extra Strength as treatments for moderate to severe chronic pain. Nyloxin is available as an oral spray for treating back pain, neck pain, headaches, joint pain, migraines, and neuralgia and as a topical gel for treating joint pain, neck pain, arthritis pain, and pain associated with repetitive stress. Nyloxin Extra Strength is available as an oral spray and gel application for treating the same physical indications but is aimed at treating the most severe (Stage 3) pain that inhibits one’s ability to function fully.

The Nyloxin products are available for sale on the www.Nyloxin.com website, the Nyloxin Amazon storefront at www.Amazon.com/nyloxin and on the Walmart Marketplace. Nyloxin is also sold in physician offices, clinics and small-chain pharmacies.

Nyloxin Military Strength

In December 2012, we announced the availability of Nyloxin Military Strength for sale to the United States Military and Veteran’s Administration. Over the past few years, the U.S. Department of Defense has been reporting an increase in the use and abuse of prescription medications, particularly opiates. In 2009, close to 3.8 million prescriptions for pain relievers were written in the military. This staggering number was more than a 400% increase from the number of prescriptions written in the military in 2001. But prescription drugs are not the only issue. The most common and seemingly harmless way to treat pain is with non–steroidal, anti–inflammatory drugs (NSAIDS). But there are risks. Overuse can cause nausea, vomiting, diarrhea, heartburn, ulcers and internal bleeding. In severe cases chest pain, heart failure, kidney dysfunction and life–threatening allergic reactions can occur. It is reported that approximately 7,600 people in America die from NSAID use and some 78,000 are hospitalized. Ibuprofen, also an NSAID has been of particular concern in the military. The terms “Ranger Candy” and “Military Candy” refer to the service men and women who are said to use 800mg doses of Ibuprofen to control their pain. But when taking anti–inflammatory Ibuprofen in high doses for chronic pain, there is potential for critical health risks; abuse can lead to serious stomach problems, internal bleeding and even kidney failure. There are significantly greater health risks when abuse of this drug is combined with alcohol intake. Our goal is that with Nyloxin, we can greatly reduce the instances of opiate abuse and overuse of NSAIDS in high risk groups like the US military. The Nyloxin Military Strength represents the strongest version of Nyloxin available and is approximately twice as strong as Nyloxin Extra Strength. We are working with outside consultants to register Nyloxin Military Strength and the other Nyloxin products for sale to the US government and the various arms of the military as well as the Veteran’s Administration. In February of 2018, Nyloxin was added to the Federal Supply Schedule but was subsequently removed the following week without an adequate explanation. We have continued to work with our consultants to understand why our products were improperly removed the Federal Supply Schedule and when we may be able to get re-listed on the Federal Supply Schedule for eventual sales to governmental agencies or to the US Military.

International Sales

We are pursuing international drug registrations in Canada, Mexico, India, Australia, New Zealand, Central and South America and Europe. Since European rules for homeopathic drugs are different than the rules in the US, we cannot estimate when this process will be completed. On March 25, 2013 we announced the publication of our patent and trademark for Nyloxin in India. We are actively seeking new distribution partners in India. In December 2025, the Company entered into a business collaboration agreement with a third-party service provider to support its expansion into the Indian market. Under the agreement, the service provider will assist with business development activities, including identifying potential customers, facilitating negotiations, and supporting market entry efforts.

On May 14, 2015 we announced that we had engaged the Nature’s Clinic to begin the process of regulatory approval of our Company’s Over–the–Counter pain drug, Nyloxin for marketing and distribution in Canada. ~~The Nature’s Clinic has already begun setting up their Chatham, Ontario warehouse.~~ Due to lack of funding and then the subsequent COVID crisis, we have waited to complete the approval process to begin distributing Nyloxin and expect to re-engage in the process in 2026.

Additionally, we plan to complete several human clinical studies aimed at comparing the ability of Nyloxin Extra Strength to replace prescription pain relievers. We have provided protocols to several hospitals and will provide details and timelines when those protocols have been accepted. We cannot provide any timeline for these studies until adequate financing is available.

To date, our marketing efforts have been limited due to lack of funding. As sales increase, we plan to begin marketing more aggressively to increase the sales and awareness of our products.

Pet Pain–Away

During June of 2013, we announced the launch of our new homeopathic formula for the treatment of chronic pain in companion animals, Pet Pain–Away. Pet Pain–Away is a homeopathic, non–narcotic, non–addictive, over–the–counter pain reliever, primarily aimed at treating moderate to severe chronic pain in companion animals. It is specifically indicated to treat pain from hip dysplasia, arthritis pain, joint pain, and general chronic pain in dogs and cats. The initial product run was completed in December of 2014 and launched through Lumaxa Distributors on December 19, 2014.

In May of 2016, we signed a license agreement to begin the process of creating an infomercial (Direct Response) campaign for Pet Pain–Away. In November of 2016, we announced the license agreement with DEG Productions for the marketing and distribution of Pet Pain–Away globally. DEG created their own website (www.getpetpainaway.com) and began airing commercials in December of 2016.

In February of 2020, we took back the marketing of Pet Pain-Away and are currently selling the product on Amazon.com, Chewy.com, and www.petpainaway.com.

Luxury Feet

In June of 2017, we announced the creation of Luxury Feet; an over–the–counter pain reliever and anti–inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos. We announced the official marketing launch of Luxury Feet in March of 2021. The product is currently available through www.luxuryfeet.com and on Amazon.

Equine Pain-Away (Formerly Equine Nyloxin)

In October of 2013, we announced that we were in the process of launching the newest addition to our line of homeopathic treatments for chronic pain, Equine Nyloxin. We had been working with trainers and veterinarians in the equine industry and have already identified distributors for the product. The Equine Nyloxin represents the Company’s first topical solution for the animal market. Equine Nyloxin was rebranded as Equine Pain-Away™ and officially rolled into the market in October of 2019. Equine Pain-Away is being marketed through several retailers and online at www.EquinePainAway.com and on Amazon.

Drug Discovery and Pipeline

Nutra Pharma is developing proprietary therapeutic protein products for the biologics market. The Company has two leading drug candidates: RPI–MN and RPI–78M.

RPI–MN

RPI–MN inhibits the entry of several viruses that are known to cause severe neurological damage in such diseases as encephalitis and Human Immunodeficiency Virus (HIV). It is being developed first for the treatment of HIV.

RPI–78M

RPI–78M is being developed for the treatment of Multiple Sclerosis (MS) and Adrenomyeloneuropathy (AMN). Other neurological and autoimmune disorders that may be served by RPI–78M include Myasthenia Gravis (MG), Rheumatoid Arthritis (RA) and Amyotrophic Lateral Sclerosis (ALS).

RPI–78M and RPI–MN contain anticholinergic peptides that recognize the same receptors as nicotine (acetylcholine receptors) but have the opposite effect. In a specific chemical process unique to Nutra Pharma, the drugs are created through a process of chemical modification.

In September, 2015 RPI–78M was granted Orphan Status by the FDA for the treatment of pediatric Multiple Sclerosis. This allows for much shorter timelines to drug approval, waiver of FDA fees (around $2.5M), rolling review and fast–track approval. Orphan status also allows for potential grant money and other funding opportunities through the clinical process.

RPI–MN and RPI–78M possess several desirable properties as drugs:

● They lack measurable toxicity but are still capable of attaching to and affecting the target site on the nerve cells. This means that patients cannot overdose.

● They display no serious adverse side effects following years of investigations in humans and animals.

● They are extremely stable and resistant to heat, which gives the drugs a long shelf life. The drugs’ stability has been determined to be over 4 years at room temperature. This is extremely unusual for a biologic drug.

● RPI–78M may be administered orally –– a first for a biologic MS drug. This will present MS patients with additional quality of life benefits by eliminating the requirement for routine injections.

● They are easy to administer.

We are currently working with consultants to develop trial protocols for a Phase I/II trial for the use of RPI–78M in the treatment of Pediatric Multiple Sclerosis. Our goal is to initiate these trials in late 2026.

Critical Accounting Policies and Estimates

Our condensed consolidated unaudited financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on ~~February~~May 1720, 2026. We evaluated the applicability of ASU No. 2023-07, Codification Improvements to Segment Reporting (Topic 280) (“ASU 2023-07”), which provides clarifications and improvements to the existing segment reporting requirements. The adoption resulted in expanded segment disclosures; however, it did not have a material impact. Accordingly, there were no material changes to our accounting policies during the three and nine months ended September 30, 2025.

WeEffective ~~regularly~~January ~~evaluate~~1, 2026, the ~~accounting~~Company ~~policies~~adopted ~~and~~ASU ~~estimates~~No. ~~that~~2024-04, weDebt—Debt ~~use~~with toConversion ~~prepare~~and ~~our~~Other ~~condensed~~Options ~~consolidated~~(Subtopic ~~financial~~470-20): ~~statements. In general,~~Accounting ~~management’s~~for ~~estimates~~Convertible ~~are~~Debt ~~based~~Instruments on(“ASU ~~historical experience~~2024-04”), ~~information~~and ~~from~~ASU ~~third~~No. ~~party professionals~~2025-05, ~~and~~Financial ~~various~~Instruments—Credit ~~other~~Losses ~~assumptions~~(Topic ~~that~~326): ~~are~~Improvements ~~believed~~ to beCredit ~~reasonable~~Loss ~~under~~Guidance ~~the~~(“ASU ~~facts and circumstances~~2025-05”). ~~Actual~~The ~~results~~adoption ~~could~~of ~~differ~~these ~~from~~accounting ~~those~~standards ~~estimates~~did ~~made~~not byhave ~~management~~a ~~under~~material ~~different~~impact ~~and/or~~on ~~future~~the ~~circumstances~~Company’s condensed consolidated financial statements.

~~Results~~Additionally, ofthe ~~Operations~~Company –evaluated ~~Comparison~~the applicability of ~~Three~~ASU No. 2023-~~Month~~07, ~~Periods~~Codification ~~Ended~~Improvements ~~September~~to 30Segment Reporting (Topic 280) (“ASU 2023-07”), ~~2025~~which ~~and~~resulted ~~2024~~in expanded segment disclosure requirements but did not materially impact the Company’s condensed consolidated financial statements.

~~Net~~We ~~sales~~regularly toevaluate ~~unrelated~~the ~~customers~~accounting ~~were~~policies ~~$70,242~~and ~~for~~estimates ~~the~~that ~~three~~we ~~months~~use ~~ended~~to ~~September~~prepare ~~30,~~our ~~2025,~~unaudited ~~compared~~condensed toconsolidated ~~$74~~financial statements. In general,~~994~~ ~~for~~management’s ~~the~~estimates ~~same~~are ~~period~~based inon ~~2024~~historical experience, ~~representing~~ ainformation ~~decrease~~from ofthird $4party professionals,~~752,~~ orand ~~approximately~~various other ~~6.34%.~~assumptions ~~The~~that ~~decrease~~are ~~was~~believed ~~driven~~to bybe ~~lower~~reasonable ~~private~~under ~~label~~the ~~customer~~facts ~~order~~and ~~volumes~~circumstances. ~~and~~Actual results could differ from those estimates ~~the~~made ~~timing~~by ofmanagement ~~orders~~under ~~during~~different ~~the~~and/or ~~current~~future ~~quarter~~circumstances.

~~Net~~Results ~~sales~~of toOperations a– ~~related~~Comparison ~~party,~~of ~~Avini~~Three-Month ~~Health~~Periods ~~(Avini),~~Ended ~~were~~March ~~$28~~31,~~462~~ ~~for~~2026 the three months ended September 30, 2025, compared to $34,476 for the same period in 2024, representing a decrease of $6,014, or approximately 17.44%. The decrease was primarily attributable to reduced sales volume and ~~pricing during the current quarter compared to the prior-year period.~~2025

~~Cost~~Net of sales ~~for~~to ~~the~~unrelated ~~three–month~~customers ~~period~~were ~~ended September 30, 2025 is~~ $3427,~~128~~246 ~~compared to $23,777~~ for the three~~–month~~ ~~period~~months ~~September 30,~~ended ~~2024.~~March ~~Our~~31, ~~cost~~2026, ofcompared ~~sales~~to ~~includes the direct costs associated with manufacturing~~$73,974 ~~shipping and handling costs. Our gross profit margin~~ for the ~~three–month~~same period ~~ended~~in ~~September 30,~~ 2025 ~~is $64~~,~~576~~ representing ora ~~65.42%~~decrease ~~compared~~of to $7046,~~693~~728, or 64approximately 63.5817%. ~~for~~The ~~the~~decrease ~~three–month period~~was ~~ended~~primarily ~~September~~attributable ~~30,~~to ~~2024.~~certain ~~This~~dietary ~~gross~~supplement ~~margin~~product lines ~~includes~~that ~~reserves~~were oftransitioned $0to inAvini ~~the~~Health ~~current~~beginning ~~quarter and $15,000~~ in the ~~prior-year~~fourth quarter ~~for~~ ~~undelivered~~of ~~venom and slow-moving inventory. Excluding the reserve~~2025, ~~gross~~while ~~margin for~~ the ~~current~~Company ~~quarter~~retained ~~(65.42%)~~ownership ~~would~~of beits ~~lower~~cobra ~~compared~~venom totechnology ~~the~~and ~~prior-year~~related ~~period~~individual ~~(78.28%)~~brands, ~~with~~as ~~the~~well ~~variance~~as ~~primarily~~lower ~~attributable to higher manufacturing costs related to~~ private label ~~product~~customer ~~sales~~order tovolumes ~~unrelated~~and ~~parties,~~the astiming ~~well~~of asorders ~~pricing~~during the ~~changes~~current ~~in related party sales~~quarter.

~~Selling,~~Net ~~general~~sales ~~and~~to ~~administrative~~a ~~expenses~~related ~~increased by $165~~party,~~207,~~ orAvini ~~64.67%~~Health (Avini), ~~from~~were $~~255~~20,~~445~~968 for the ~~quarter~~three months ended ~~September~~March 3031, ~~2024~~2026, compared to $~~420~~36,~~652~~ 420 for the ~~quarter~~same period ~~ended~~in ~~September~~2025, 30representing a decrease of $15,452, ~~2025~~or approximately 42.43%. The ~~increase~~decrease was primarily attributable to ~~higher~~pricing ~~consulting fees related to general business~~changes ~~advisory services and professional fees incurred~~ in ~~connection~~April ~~with~~2025 ~~the~~and ~~Company’s~~reduced ~~resumption~~sales ofvolume ~~SEC~~during ~~filing activities. Consulting fees increased by approximately $37,000, while professional fees increased by approximately $105,000, and~~ the ~~remaining~~current ~~$23,000~~quarter ~~increase due~~compared to ~~payroll~~the ~~expense~~prior-year ~~and others~~period.

~~Other~~Cost ~~income~~of ~~was~~sales for the three–month period ended March 31, 2026 is $029,239 ~~and~~compared to $5051,~~000~~263, for the three–month ~~months~~period ~~ended~~March 31, ~~September~~2025. 30Our cost of sales includes the direct costs associated with manufacturing, ~~2025~~shipping, ~~and~~handling ~~2024~~costs, ~~respectively~~and inventory quality control personnel salaries. ~~The~~Our ~~other~~gross ~~income~~profit margin for the ~~2024~~three–month period ended March 31, 2026 is $18,975 or 39.36% compared ~~was~~to ~~primarily~~$59,131 ~~driven~~or by53.56% for the three–month period ended March 31, 2025. This gross margin includes reserves of $500 in the current quarter and $5,000 ~~recognized~~ in the ~~third~~prior-year quarter offor ~~2024~~undelivered venom and slow-moving inventory. Excluding the reserve, ~~earned~~gross ~~under~~margin afor the ~~short~~current quarter would be 39.36% compared to 58.09% for the prior-~~term~~year ~~research~~period. ~~and~~The ~~development~~decline ~~services~~was primarily attributable to lower sales ~~contract~~volume, relatively fixed operating and fulfillment-related costs that were spread over a smaller revenue base.

~~Interest~~Operating ~~expense,~~expenses ~~including~~decreased ~~related~~by ~~party interest expense, increased~~ $3510,~~945~~726, or 432.4162%, from $82408,~~800~~950 for the quarter ended ~~September~~March 3031, ~~2024~~ 2025 to $~~118~~398,~~745~~224 for the quarter ended ~~September~~March 3031, ~~2025~~ 2026. ~~This~~Operating ~~increase~~expenses ~~was~~remained ~~primarily~~generally ~~due~~consistent towith the ~~increase~~prior-year inperiod, ~~amortization~~as ofdecreases ~~loan discounts~~ in ~~the~~payroll ~~quarter~~and ~~ended~~other ~~September~~general ~~30,~~and ~~2025~~administrative costs ~~compared~~were topartially ~~the~~offset ~~quarter~~by ~~ended~~increases ~~September~~in ~~30,~~professional ~~2024~~and consulting expenses.

WeOther ~~carry~~income ~~certain~~was of$0 ~~our~~and ~~debentures at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit~~$50,000 ~~the~~for ~~equity environment is tainted, and all additional convertible debt is included in~~ the ~~value of the derivative liabilities. For the~~ three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, ~~the~~respectively. ~~liability~~The ~~related~~other toincome ~~these~~for ~~hybrid~~the ~~instruments~~2025 ~~fluctuated,~~period ~~resulting~~was inprimarily adriven ~~loss~~by of $4850,~~699~~000 ~~and~~recognized ~~$43,131, respectively. Interest expense on these debentures is included~~ in the ~~change~~first inquarter ~~fair value~~ of ~~convertible notes~~2025, ~~and~~earned ~~derivatives~~under ina ~~the~~short-term ~~accompanying~~research ~~unaudited~~and ~~condensed~~development ~~consolidated~~services ~~statements of operations~~contract.

AsInterest aexpense, ~~result~~including ofrelated ~~the~~party ~~foregoing~~interest expense, ~~our net loss~~ increased by $~~262~~2,~~837~~567 or ~~100~~2.8362%, from a$97,795 ~~net~~for ~~loss~~the ofquarter ~~$260~~ended March 31,~~683~~ 2025 to $100,362 for the quarter ended ~~September 30~~March 31, ~~2024~~2026. This increase was primarily due to athe ~~net~~increase ~~loss~~in amortization of ~~$523,520~~loan ~~for~~discounts in the quarter ended ~~September~~March 3031, ~~2025~~2026 compared to the prior-year period.

We carry certain of our debentures at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt is included in the value of the derivative liabilities. For the three months ended March 31, 2026 and 2025, the liability related to these hybrid instruments fluctuated, resulting in a loss of $120,564 and $1,007,309, respectively. Interest expense on these debentures is included in the change in fair value of convertible notes and derivatives in the accompanying unaudited condensed consolidated statements of operations.

Gain on settlement of debt increased by $140,500, from no gain or loss during the first quarter of 2025 to a gain of $140,500 during the first quarter of 2026. The gain recognized during the current-year period was primarily attributable to debt settlement agreements executed in January 2026, which resulted in the settlement of certain outstanding obligations through the issuance of common stock and cash payments.

As a result of the foregoing, our net loss decreased by $945,248 or 67.28%, from a net loss of $1,404,923 for the quarter ended March 31, 2025 to a net loss of $459,675 for the quarter ended March 31, 2026.

Results of Operations – Comparison of Nine-Month Periods Ended September 30, 2025 and 2024

Net sales to unrelated customers were $228,748 for the nine months ended September 30, 2025, compared to $164,436 for the same period in 2024, representing an increase of $64,312, or approximately 39.11%. The increase was primarily driven by growth in private label customers and higher order volumes during the current nine months period.

Net sales to a related party, Avini Health (Avini), were $102,493 for the nine months ended September 30, 2025, compared to $106,184 for the same period in 2024, representing a slight decrease of $3,691, or approximately 3.48%. Sales to a related party during the current nine months period remained comparable to the prior-year period.

Cost of sales for the nine–month period ended September 30, 2025 is $117,706 compared to $64,885 for the nine–month period September 30, 2024. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Gross profit for the nine months ended September 30, 2025 was $208,535, or 62.96%, compared to $160,735, or 59.40%, for the comparable period in 2024. Gross profit for both periods includes inventory reserves of $5,000 in the current nine-month period and $45,000 in the prior-year period related to undelivered venom and slow-moving inventory. Excluding these reserves, gross margin for the nine months ended September 30, 2025 would have been approximately 64.47%, compared to 76.02% for the prior-year period. The decrease in adjusted gross margin is primarily attributable to higher manufacturing costs associated with private label product sales to unrelated parties.

Selling, general and administrative expenses increased by $344,670, or 40.06%, from $860,289 for the nine months ended September 30, 2024 to $1,204,959 for the nine months ended September 30, 2025. The increase was primarily attributable to higher consulting fees related to general business advisory services, increased payroll costs and professional fees incurred in connection with the Company’s resumption of SEC filing activities, partially offset by a decrease in legal fees following the settlement of the SEC lawsuit. Consulting fees increased by approximately $110,000, payroll increased by approximately $115,000, and professional fees increased by approximately $235,000, partially offset by a decrease in legal fees of approximately $125,000, among other changes.

Other income totaled $58,750 and $53,450 for the nine months ended September 30, 2025 and 2024, respectively. Amounts attributable to the amortization of debt discounts on convertible notes receivable were $3,750 and $3,450 for the nine months ended September 30, 2025 and 2024, respectively. $50,000 of other income was recognized under a short-term research and development services contract during each of the nine-month periods ended September 30, 2025 and 2024. The remaining $5,000 relates to a one-time related-party reimbursement for shared equipment usage recognized in the second quarter of 2025.

Interest expense, including related party interest expense, increased $66,881 or 26.08%, from $256,451 for the nine months ended September 30, 2024 to $323,332 for the nine months ended September 30, 2025. This increase was primarily due to the increase in amortization of loan discounts in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

We carry certain of our debentures at fair value. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt is included in the value of the derivative liabilities. For the nine months ended September 30, 2025 and 2024, the liability related to these hybrid instruments fluctuated, resulting in a loss of $351,386 and $166,121, respectively. Interest expense on these debentures is included in the change in fair value of convertible notes and derivatives in the accompanying unaudited condensed consolidated statements of operations.

Gain on settlement of debt and accrued expenses for the nine months ended September 30, 2025 was $53,526, compared to a gain of $13,920 for the corresponding period in 2024. The higher gain in 2025 was primarily attributable to a debt settlement executed during the second quarter. In contrast, the gain recognized in the 2024 period primarily resulted from settlements through the issuance of common stock in the first quarter of 2024, with the amount of gain influenced by fluctuations in the Company’s stock price.

As a result of the foregoing, our net loss increased by $504,110 or 47.79%, from net loss of $1,054,756 for the nine months ended September 30, 2024 to a net loss of $1,558,866 for the nine months ended September 30, 2025.

Liquidity and Capital Resources

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended ~~September~~March 3031, ~~2025~~2026, we have an accumulated deficit of $7778,~~790~~738,~~003~~204 at ~~September~~March 3031, ~~2025~~2026. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $1617,~~377~~243,~~977~~345 and a stockholders’ deficit of $1617,~~350~~261,~~780~~981 at ~~September~~March 3031, ~~2025~~2026.

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of the date of the filing of this report, we do not believe that our source of cash is adequate for the next 12 months of operation and there is substantial doubt about our ability to continue as a going concern. In addition, our common stock is presently on the OTC Market Group’s Expert Market, which means that the Company’s common stock is not eligible for proprietary broker-deal quotes.

Current operations are primarily being funded through a combination of product sales, promissory notes and convertible notes. During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company raised $~~849~~235,~~806~~200 from the issuance of convertible notes and $~~112~~83,~~650~~250 from promissory notes.

As only a limited amount of proceeds from these funds remains, the Company will require additional capital to manufacture Nyloxin and Pet Pain–Away and to reduce our debt level. We estimate that we will require approximately $1,200,000 to fund our existing operations over the next twelve months. These costs include: (i) compensation for six (6) full-time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.

Our ability to meet our future operating expenses is highly dependent on the amount of such future revenues. To the extent that future revenues from the sales of Nyloxin and Pet Pain-Away are insufficient to cover our operating expenses we may need to raise additional equity capital, which could result in substantial dilution to existing shareholders. There can be no assurance that we will be able to raise sufficient equity capital to fund our working capital requirements on terms acceptable to us, or at all. We may also seek additional loans from our officers and directors; however, there can be no assurance that we will be successful in securing such additional loans.

Uncertainties and Trends

Our operations and possible revenues are dependent now and in the future upon the following factors:

	●	Whether we successfully develop and commercialize products from our research and development activities.
	●	If we fail to compete effectively in the intensely competitive biotechnology area, our operations and market position will be negatively impacted.
	●	If we fail to successfully execute our planned partnering and out-licensing of products or technologies, our future performance will be adversely affected.
	●	The recent economic downturn and related credit and financial market crisis may adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market.
	●	Biotechnology industry related litigation is substantial and may continue to rise, leading to greater costs and unpredictable litigation.
	●	If we fail to comply with extensive legal/regulatory requirements affecting the healthcare industry, we will face increased costs, and possibly penalties and business losses.

Off–Balance Sheet Arrangements

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

	●	An obligation under a guarantee contract.
	●	A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.
	●	Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument.
	●	Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements or commitments that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material, other than those which may be disclosed in this Management’s Discussion and Analysis of Financial Condition and the ~~audited~~unaudited ~~Consolidated~~Condensed Consolidated Financial Statements and related notes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of ~~September~~March 3031, ~~2025~~2026, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer, of the ~~effectiveness~~ effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2025~~2026, as defined in Rule 13a–15 under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10–K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of ~~September~~March 3031, ~~2025~~2026. In light of this, we performed additional post–closing procedures and analyses in order to prepare the Condensed Consolidated Unaudited Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Unaudited Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who also acted as our Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or 15d–15 under the Exchange Act that occurred during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

109

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Marc Weller v. Nutra Pharma Corporation, Case No. CACE-24-018346

In January 2026, the Company entered into a settlement agreement with Marc Weller resolving litigation in Broward County, Florida. Pursuant to the settlement, the Company agreed to cancel and extinguish outstanding notes with an aggregate carrying value of approximately $~~175~~172,~~000~~500 in exchange for $20,000 in cash, ~~(payable~~which was fully repaid in installments through April 2026), and the issuance of 60 million shares of common stock.

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. OnThe ~~November 1, 2018, the~~ Company filed its Answer and Affirmative Defenses toon ~~the~~November ~~Complaint. The Company believes that this lawsuit is without merit. Moreover~~1, ~~the~~ ~~Company believes that it has a number of valid defenses to this claim. Among other things~~2018, ~~the~~and ~~owner~~asserted ofcounterclaims ~~CSA~~against ~~8411, LLC violated~~ the ~~terms~~ ofplaintiff ~~a Binding Memorandum of Understanding by failing to invest in the Company~~ and ~~fraudulently~~certain ~~inducing~~related ~~the Company to enter into~~parties. ~~the~~Mediation ~~subject amended promissory note. Opposing counsel reached out to schedule mediation, and mediation~~ was ~~set~~held ~~for~~on June 21, 2019 inbut ~~Plantation, FL,~~did ~~however,~~not ~~the~~result ~~mediation~~in ~~was unsuccessful. Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. On May 19, 2025, the Company entered into~~ a ~~settlement~~resolution ~~agreement~~at with the counterparty, under which the total obligation was resolved for $125,000. The settlement terms include an initial payment of $35,000 made on May 19, 2025, followed by nine monthly payments of $10,000 each. The agreement also provides that, in the event of a payment default not cured within five business days of written notice, the counterparty may seek entry of a consent judgment against the Company in the amount of $400,000, reduced by any amounts already paid under the settlementtime. The ~~total~~dispute ~~liability~~remained ~~recorded~~ongoing ~~prior~~until toit ~~the settlement on May 19, 2025~~ was ~~$178,526, consisting of $91,156~~resolved inthrough ~~principal and $87,370 in accrued interest. The~~ settlement ~~resulted~~ in aMay ~~gain of $53,526, which was recognized during the second quarter of~~ 2025.

On May 19, 2025, the parties settled the case; fully resolving all existing disputes and conflicts between the parties. We agreed to pay $35,000 to the plaintiff(s) on or before May 19, 2025 and completed nine monthly payments of $10,000 each, with all amounts paid in full as of February 2026. The case was dismissed on May 20, 2025 and all payments have been made as agreed.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

1110

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On June 30, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants ~~have~~ filed their answers which generally ~~deny~~denied liability. ~~At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint.~~ The ~~defendants have opposed the SEC’s request to file such motion(s). The~~ Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During ~~May~~January through ~~September~~April ~~2025~~2026, the Company issued ~~160~~110,000,000 shares of its common stock to atwo service ~~provider~~providers pursuant to consulting ~~agreement.~~ agreements. These shares have been recorded as common stock to be issued ~~as of September 30~~, ~~2025,~~ as the transfer agent had not yet completed the issuance process.

During January 2026, the Company issued 60,000,000 shares of common stock in connection with the settlement and extinguishment of convertible notes payable with an aggregate carrying value of $172,500.

Item 3. Defaults Upon Senior Securities

As of ~~September~~March 3031, ~~2025~~2026, certain of the Company’s promissory notes and convertible promissory notes were in default. The Company is currently negotiating settlements with the respective noteholders. Additional information regarding these notes is included in Note 6 – Debt Notes to the unaudited condensed consolidated financial statements included in Part I of this report.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Title
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NUTRA PHARMA CORP.
	Registrant
Dated: April 6, 2026	/s/ Michael Flax, DDS
Dated: May 29, 2026	/s/ Michael Flax, DDS
	Michael Flax, DDS
	Chief Executive Officer/Chief Financial Officer

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